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The Buyback Agreement is a crucial document used when a Philippine corporation decides to repurchase its own shares from existing shareholders, either as part of a capital management strategy, to return excess cash to shareholders, or to achieve specific corporate objectives. This document must strictly comply with the Revised Corporation Code of the Philippines, which sets out specific conditions and limitations for share buybacks, including requirements that the corporation must have unrestricted retained earnings to fund the purchase. For listed companies, additional compliance with Securities and Exchange Commission regulations and Philippine Stock Exchange rules is necessary. The agreement typically includes detailed provisions on valuation, payment mechanisms, regulatory compliance, and shareholder rights, while also addressing tax implications under Philippine tax laws.

1. Parties: Identifies the contracting parties - typically the company and the selling shareholder(s)

2. Background: Sets out the context of the agreement, including details of the shares to be purchased and the company's authority to conduct the buyback

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Sale and Purchase: Details the core transaction - number of shares, purchase price, and basic terms of the buyback

5. Purchase Price and Payment: Specifies the price per share, total consideration, payment method, and timing

6. Conditions Precedent: Lists the conditions that must be satisfied before the buyback can proceed

7. Completion: Sets out the completion mechanics, timing, and delivery requirements

8. Seller's Representations and Warranties: Contains representations about share ownership, authority to sell, and absence of encumbrances

9. Company's Representations and Warranties: Contains representations about corporate authority, financial condition, and compliance with laws

10. Tax Matters: Addresses tax implications and responsibilities

11. Confidentiality: Establishes obligations to maintain confidentiality of the transaction and related information

12. Notices: Specifies how formal notices under the agreement should be given

13. Governing Law and Jurisdiction: Specifies Philippine law as governing law and sets jurisdiction for disputes

14. General Provisions: Contains standard boilerplate provisions including entire agreement, amendments, and severability