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The Conditional Purchase Agreement is a vital legal instrument in German commercial transactions where parties wish to structure a purchase that only becomes binding upon the fulfillment of specific conditions. This document type is commonly used in scenarios such as corporate acquisitions, real estate transactions, or major asset purchases where certain prerequisites (such as regulatory approvals, due diligence completion, or third-party consents) must be satisfied before the transaction can proceed. Under German law, such agreements must comply with both the Civil Code (BGB) and Commercial Code (HGB), particularly regarding formation of contracts, conditions precedent, and sales provisions. The agreement provides detailed mechanisms for monitoring and fulfilling conditions, establishing clear timelines, and defining parties' rights and obligations during the conditional period.

1. Parties: Identification and details of the seller and purchaser

2. Background: Context of the transaction and relationship between the parties

3. Definitions: Definitions of key terms used throughout the agreement

4. Subject Matter of Sale: Detailed description of the asset(s) or goods being sold

5. Purchase Price: Specification of the purchase price, payment terms, and payment method

6. Conditions Precedent: Specific conditions that must be fulfilled before the purchase becomes binding

7. Timeline and Deadlines: Timeframes for condition fulfillment and completion of the purchase

8. Rights and Obligations During Conditional Period: Parties' responsibilities while conditions are pending

9. Completion: Process and requirements for completing the transaction once conditions are met

10. Warranties and Representations: Statements of fact and promises made by both parties

11. Liability and Indemnification: Allocation of risks and responsibilities between parties

12. Termination: Circumstances under which the agreement can be terminated

13. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction

14. Miscellaneous: Standard boilerplate provisions including severability and entire agreement