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The Guaranteed Sale Agreement is a specialized contract used in commercial transactions under German law where parties seek to establish certainty regarding sale terms, particularly price or completion guarantees. This type of agreement is commonly employed when sellers require assured outcomes or buyers need guaranteed access to specific assets or properties. The document incorporates mandatory provisions from German civil and commercial law while providing flexibility to address specific commercial requirements. It's particularly valuable in high-value transactions or situations where market volatility creates uncertainty. The agreement typically includes detailed sections on guarantee mechanisms, risk allocation, and completion procedures, all structured to ensure enforceability under German jurisdiction.

1. Parties: Identification of the seller and buyer, including full legal names, registration details, and addresses

2. Background: Context of the agreement and brief description of the transaction

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

4. Subject Matter of Sale: Detailed description of the items/property being sold with guaranteed terms

5. Purchase Price and Payment Terms: Specification of the guaranteed price and payment structure

6. Guarantee Terms: Specific terms of the guarantee, including conditions and duration

7. Seller's Representations and Warranties: Seller's confirmations regarding the sale items and their authority to sell

8. Buyer's Representations and Warranties: Buyer's confirmations regarding their authority and ability to purchase

9. Closing Conditions: Conditions that must be met before the sale can be completed

10. Risk and Title Transfer: Terms governing when risk and ownership transfer to the buyer

11. Default and Remedies: Consequences of breach and available remedies

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

13. Notices: Process for formal communications between parties

14. General Provisions: Standard contract clauses including severability, entire agreement, and amendments