The Entity Buy Sell Agreement is a crucial document used in Philippine business transactions when one party wishes to acquire a business entity from another. This comprehensive agreement is structured to comply with Philippine corporate and commercial laws, including the Corporation Code, Securities Regulation Code, and relevant tax regulations. It details all aspects of the transaction, from purchase price and payment terms to representations and warranties, while addressing specific requirements of Philippine jurisdiction such as mandatory government approvals and foreign ownership restrictions where applicable. The agreement is particularly important as it provides legal protection for both parties and ensures a clear framework for the transfer of ownership, assets, and liabilities.
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1. Parties: Identification of the seller(s) and buyer(s), including complete legal names and addresses
2. Background: Context of the transaction, description of the business entity being sold, and purpose of the agreement
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including what is being sold and purchased
5. Purchase Price: Details of the purchase price, payment terms, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before closing
7. Pre-Closing Covenants: Obligations of parties between signing and closing
8. Closing: Mechanics of closing, including timing, location, and deliverables
9. Warranties and Representations: Seller's and buyer's warranties about the business and their capacity to enter into the agreement
10. Indemnification: Provisions for compensation in case of breach or losses
11. Confidentiality: Obligations regarding confidential information
12. Tax Matters: Allocation of tax liabilities and responsibilities
13. Governing Law and Dispute Resolution: Choice of Philippine law and dispute resolution mechanisms
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Employee Matters: Include when the transaction involves transfer of employees
2. Intellectual Property: Include when significant IP assets are involved in the sale
3. Real Estate: Include when the business owns or leases significant real property
4. Environmental Matters: Include for businesses with environmental compliance obligations
5. Government Approvals: Include when regulatory approvals are required
6. Non-Competition: Include when restricting seller's future competitive activities
7. Transition Services: Include when post-closing assistance from seller is required
8. Earn-out Provisions: Include when part of purchase price is contingent on future performance
1. Schedule of Assets: Detailed list of all assets included in the sale
2. Schedule of Excluded Assets: List of assets specifically excluded from the sale
3. Schedule of Assumed Liabilities: Detailed list of liabilities being assumed by buyer
4. Schedule of Excluded Liabilities: List of liabilities specifically excluded from assumption
5. Schedule of Material Contracts: List of important contracts being transferred
6. Schedule of Intellectual Property: Detailed list of IP rights included in the sale
7. Schedule of Real Property: Details of owned or leased real estate
8. Schedule of Employees: List of employees and their key employment terms
9. Schedule of Permits and Licenses: List of governmental permits and licenses
10. Disclosure Schedule: Exceptions to warranties and representations
11. Closing Checklist: List of all documents and actions required for closing
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Retail
Technology
Real Estate
Healthcare
Financial Services
Professional Services
Construction
Agriculture
Energy
Telecommunications
Transportation
Hospitality
Education
Mining
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Corporate Secretariat
Executive Leadership
Board of Directors
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Managing Director
Business Development Director
Finance Director
Legal Counsel
Compliance Officer
Tax Director
Mergers & Acquisitions Manager
Corporate Development Manager
Risk Manager
Board Member
Company Director
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