Agreement Subject To Condition Precedent

The contractual provision may also have the following model: there is a general obligation that contains some; Each of these objects is formulated in a general way, but requires refinement by exceptions, qualifications, restrictions or conditions. In order to avoid precise design efforts that lead to ambiguous determination, it is useful to untangle all these objects and link the right conditions to the right objects. Conditions contrary to obligations. The mix of conditions and obligations is a source of ambiguity. This is particularly tricky when one looks at the line between a condition on the one hand and an obligation based on the performance of another obligation, on the other. Compare, for example: once the agreement is signed (“signature”), it becomes a final and binding agreement. However, due to the inclusion of one or more conditions, compliance with the agreement remains conditional on the realization of one or more clearly defined future and uncertain events. If one of the conditions is not met, the agreement has no consequences (at least with regard to the planned transfer of the shares). The object of a condition is what is done on condition: the right or obligation that comes to life or ceases to exist if the condition is met (or not fulfilled).

Make sure what exactly is due is clear. Obviously, the first condition is very one-sided and buyer-friendly; The second condition is probably the most reasonable and appropriate; and although the third condition is more specific than the last, these two provisions mean that different provisions are no longer effective (. B, for example, in cases of confidentiality, applicable law and dispute resolution). The purpose of a condition may be all that the parties agree, but generally by: 5) Never contain a guarantee, commitment or other operational clause in a condition. The Belgian civil code stipulates that a (relative) commitment is null and void “if it is taken on a condition of the part of the engaged party”. According to the case law, only the purely potestative conditions of the debtor of the undertaking are null and fore. This means that the condition lies in the sole power of the party that assumes it. As soon as a condition depends not only on the will of the person who takes care of it, but also, for example, on the will of a third party, there is no longer a purely potestative state. An example of this is a licensing clause: the licence clause itself lists the elements of exclusivity, geographic scope, sublicensing, transfer capacity and licence-bearing character, while the exceptions, qualifications, restrictions and conditions of each of these elements are generally elaborated in the following sections.