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The Agreement To Sell (Real Estate) is a crucial document in Philippine real estate transactions, particularly when the full purchase price is not paid immediately. This agreement type is governed by the Civil Code of the Philippines and various special laws including the Maceda Law, which provides specific protections for buyers in installment sales. The document serves as a binding commitment between parties, outlining the terms and conditions for the future sale of property while protecting both parties' interests during the payment period. It differs from a Deed of Absolute Sale as it does not immediately transfer property ownership but rather creates an obligation to sell upon fulfillment of certain conditions, typically the full payment of the purchase price. The agreement includes essential elements such as property details, payment terms, warranties, and conditions precedent, making it particularly relevant for both residential and commercial real estate transactions in the Philippines.

1. Parties: Identifies and provides complete details of the Seller and Buyer, including their legal capacity to enter into the contract

2. Background: Contextual information about the transaction, including brief property description and parties' intention to enter into an Agreement to Sell

3. Definitions: Defines key terms used throughout the agreement for clarity and precision

4. Property Description: Detailed description of the real estate property, including exact location, boundaries, and title details

5. Purchase Price: States the total purchase price and terms of payment, including installment schedule if applicable

6. Payment Terms: Detailed breakdown of payment schedule, methods of payment, and consequences of default

7. Conditions Precedent: Conditions that must be fulfilled before the final Deed of Sale is executed

8. Seller's Representations and Warranties: Seller's declarations regarding property ownership, absence of liens, and authority to sell

9. Buyer's Representations and Warranties: Buyer's declarations regarding financial capacity and compliance with laws

10. Rights and Obligations: Detailed responsibilities of both parties during the term of the agreement

11. Title Transfer Process: Steps and requirements for the eventual transfer of title to the buyer

12. Taxes and Expenses: Allocation of taxes, fees, and other expenses related to the transaction

13. Default and Remedies: Consequences of breach and available remedies for both parties

14. Governing Law: Specifies Philippine law as governing law and relevant jurisdictions

15. Miscellaneous Provisions: Standard provisions including severability, entire agreement, and amendments