1. Subject Matter of the Agreement
1.1. Under the terms and conditions set forth in this Agreement, the Parties undertake to conclude in the future the main Property Sale and Purchase Agreement (hereinafter referred to as the Purchase Agreement) under which the Seller shall sell to the Buyer and the Buyer shall purchase the Property from the Seller together with all its accessories.
2. Conditions Precedent for Concluding the Purchase Agreement
2.1. The Parties undertake to conclude the Purchase Agreement in any notary office chosen by the Seller not later than until [ ] (day) [ ] (month) 20[ ] (year) inclusive (hereinafter referred to as the Completion Date), provided that all the following conditions precedent are met (exist) on the day of concluding the Purchase Agreement (hereinafter referred to as the Conditions Precedent):
2.1.1. the Buyer has received all permits, consents, authorisations and/or other documents that are required for the conclusion of the Purchase Agreement and its implementation in accordance with the applicable legal acts;
2.1.2. the Buyer has duly submitted to the Seller a written notice of the intention to exercise his or her Pre-emptive Right under the conditions and in accordance with the procedure provided for in the Lease Agreement;
2.1.3. the Buyer has not committed a material breach of this Agreement or the Lease Agreement;
2.1.4. the Parties have agreed on the text of the Purchase Agreement.
2.2. The Seller shall have the right to waive any of the Conditions Precedent at any time at its sole discretion by notifying the Buyer in writing thereof, except for those Conditions Precedent that are mandatory requirements for the conclusion of the Purchase Agreement in accordance with the legal acts.
2.3. The Seller shall have the right to refuse to conclude the Purchase Agreement if all the Conditions Precedent, which the Seller has not waived in accordance with Clause 2.2., have not been duly fulfilled by the Completion Date.
3. Material Terms and Conditions of the Purchase Agreement
3.1. The price of the Property shall be equal to EUR [__] ([__]) (hereinafter referred to as the Price). The Parties expressly agree that this Price shall be increased unilaterally by the Seller if the Seller incurs costs related to the management, operation and maintenance of the Property, i.e. the Price shall be supplemented by the costs incurred by the Seller to acquire and evaluate property, to repair the Property or to compensate for the costs of repair of the Property or the building where the Property is located, other improvements, acquisition of items and/or equipment necessary for its operation and other costs incurred by the Seller. In the case of an indexed plan, the price and cost of the property will be increased by 2.5%. every year or in proportion to the number of past days.
3.2. The Price shall be paid to the Seller under the following conditions and procedure:
3.2.1. A part of the Price equal to EUR [__] (hereinafter referred to as the Advance) must be paid to the Seller to the bank account No LTxx xxxx xxxx xxxx xxxx, not later than within 5 (five) days from the date of execution of this Agreement;
3.2.2. A part of the Price shall be paid in accordance with the procedure and terms established in the Lease Agreement as an Additional Part of the Lease Fee. The Parties explicitly agree that the amount accumulated by the Buyer together with the Advance may not exceed 15 percent of the Price of the Property.
3.2.3. The remaining part of the Price shall be paid in accordance with the procedure and terms established in the Purchase Agreement, taking into consideration the conditions specified in the consent to sell the Property of the mortgage creditor.
3.3. The Property shall be transferred and the title of ownership to the Property shall be transferred to the Buyer from the moment of execution and notarial certification of the Purchase Agreement, unless the Parties agree otherwise in the Purchase Agreement depending on the method of payment.
3.4. The exhaustive list of Seller’s representations and warranties specified in the clause 4.3. of this agreement.
3.5. The Buyer is informed and unconditionally agrees that the condition, area, address, value, identification numbers, other elements of the Property as of the date of conclusion of the Purchase Agreement due to daily use, repair, administrative acts adopted by state or municipal institutions, other circumstances may have changed and this will not be a valid reason to refuse to enter into a Purchase Agreement.
3.6. The fee for conclusion and notarial certification of the Purchase Agreement shall be paid by the Buyer.
4. Representations and Warranties
4.1. Parties hereby confirm that theay have all the rights and powers to enter into this Agreement and to properly perform the obligations assumed under this Agreement; the Party has obtained all consents and/or other documents of the competent authorities, its bodies and/or other persons (as the case may be), as well as all other relevant actions required by the applicable legislation and/or internal documents of the Party for the conclusion of this Agreement and its implementation; neither the conclusion of this Agreement nor the performance of the obligations and exercise of rights under this Agreement contradicts or violates: (i) any provisions of the Party’s articles of association or other internal documents, as well as any decisions, orders or instructions of the Party’s bodies (if applicable) (ii) any decision, ruling, order, instruction or other document issued by a court or other state or municipal authority binding on or applicable to the Party; (iii) any contract, other transaction or commitment to which it is a party; and (iv) any provisions of the laws or regulations in force for the Party;there are no imminent decisions, orders, rulings or judgements of courts or other competent authorities that impede the conclusion and/or proper implementation of this Agreement; all negotiations between the Parties prior to the date of conclusion of this Agreement have been fair; both Parties agree to all the terms of the Agreement and confirm that in the relations between the Parties and in relations with third parties, none of the terms of the Agreement can and will be treated as unexpected (surprise).
4.2. The Seller represents and warrants to the Buyer that: the Seller will be the owner of Property on the purchase contract concluding day; The right to dispose of the Property will not be deprived and / or restricted, except for a possible mortgage and the Lease Agreement concluded with the Buyer; At the time of concluding the Purchase Agreement, there will be no third party rights, claims and / or claims regarding the Property not discussed / specified in the Agreement; there will be no unspecified contracts, contractual or other obligations of the Seller related to the Property that have not been fully fulfilled or expired before the conclusion of the Main Contract.
4.3. The Buyer represents and warrants to the Seller that The Buyer inspected the Property before the date of its acquisition on behalf of the Seller and performed an inspection of the scope and type of the Property selected by the Buyer; Until the date of signing this Agreement, the Property was managed on the basis of the Buyer’s own lease; Taking into account the fact that the inspection of the Property performed by the Buyer, the Property fully complies with the requirements set by the Buyer and the Price paid by it; Given that the ownership of the Property on behalf of the Seller is acquired at the request of the Buyer, i.e. upon the Buyer’s personal choice the Property, the Buyer unconditionally declares that it agrees that the Property shall be sold in the condition as it is on the day of concluding the Purchase Agreement; The Buyer undertakes not to make any claims to the Seller regarding the condition and/or defects of the Property.
4.4. The Parties confirm their understanding and agreement that the Seller will not provide the Buyer with any confirmations and guarantees regarding the condition / quality of the Property and its availability for its intended use and / or the Buyer’s request.
4.5. The Parties confirm their understanding that prior to the conclusion of this Agreement the Buyer has performed an inspection of the Property of the scope and form chosen by the Buyer and has no and will not have any claims against the Seller regarding the Property, its actual or legal condition.
5.1. If, subject to all the Conditions Precedent, the Seller avoids or refuses to enter into the Purchase Agreement or the Purchase Agreement is not concluded by the Completion Date due to fault of the Seller, the Seller shall be deemed to have committed a material breach of this Agreement. In the latter case, the Buyer shall have the right to unilaterally terminate this Agreement by notifying the Seller in writing 5 (five) business days in advance. In case of such breach, the Seller shall return to the Buyer all the Advance paid by it (without any deductions) and the Additional Part of the Lease Fee actually paid by the Buyer within 5 (five) business days. The Seller shall not be obliged to pay and/or return to the Buyer any other amounts received under the Lease Agreement and/or to pay any other compensation for the termination of the Agreement, however, this does not remove the Seller’s obligation to indemnify the Buyer for the losses incurred and proven in accordance with the procedure established by legal acts.
5.2. If, subject to all the Conditions Precedent, the Buyer avoids or unreasonably refuses to enter into the Purchase Agreement or the Purchase Agreement is not concluded by the Completion Date due to fault of the Buyer, the Buyer shall be deemed to have committed a material breach of this Agreement. In the latter case, the Seller shall have the right to unilaterally terminate this Agreement by notifying the Buyer in writing 5 (five) business days in advance. In case of such breach, the Advance and all other amounts paid by the Buyer shall remain with the Seller and, by agreement of the Parties, shall be deemed minimal, fair, justifiable, reasonable and unquestionable (undisputed) losses of the Seller due to material breach of this Agreement.
6.1. This Agreement shall automatically terminate if the Lease Agreement is terminated and/or expires.
7. Other Provisions
7.1. The Agreement shall enter into force from the moment it is signed by both Parties and shall be valid until the conclusion of the Purchase Agreement or, if the Purchase Agreement is not concluded, until the Completion Date.
7.2. The Agreement is executed in two original counterparts in Lithuanian language. One counterpart of the Agreement to each of the Parties.