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Purchase And Sale Agreement for Philippines

Purchase And Sale Agreement Template for Philippines

A comprehensive legal document governed by Philippine law that formalizes the transfer of ownership of assets, goods, or property from a seller to a buyer. The agreement details the terms and conditions of the sale, including purchase price, payment terms, warranties, and conditions precedent, while ensuring compliance with Philippine Civil Code requirements and relevant sector-specific regulations. It incorporates necessary provisions for risk transfer, tax considerations, and dispute resolution mechanisms specific to the Philippine jurisdiction.

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What is a Purchase And Sale Agreement?

The Purchase And Sale Agreement serves as a fundamental legal instrument in Philippine commerce for documenting the transfer of ownership between parties. This document is essential when conducting significant business transactions in the Philippines, whether involving real estate, business assets, or substantial goods. It must comply with the requirements of the Philippine Civil Code, particularly Articles 1458-1637 governing sales, and relevant special laws. The agreement typically includes detailed provisions on purchase price, payment terms, warranties, conditions precedent, closing requirements, and post-closing obligations. It's particularly important in the Philippine context where formal documentation is required for various regulatory and tax compliance purposes, including registration with appropriate government agencies.

What sections should be included in a Purchase And Sale Agreement?

1. Parties: Identification and details of the seller and buyer, including their legal capacity to contract

2. Background: Context of the transaction and brief description of the subject matter of the sale

3. Definitions: Definitions of key terms used throughout the agreement

4. Subject Matter of Sale: Detailed description of the goods or property being sold

5. Purchase Price: Agreed price and payment terms, including method and timing of payment

6. Conditions Precedent: Conditions that must be satisfied before the sale becomes effective

7. Representations and Warranties: Statements of fact and assurances given by both parties

8. Delivery and Transfer of Title: Terms regarding the physical transfer of goods and legal transfer of ownership

9. Risk and Insurance: Allocation of risk and insurance requirements during the transfer period

10. Taxes and Expenses: Responsibility for payment of taxes, registration fees, and other transaction costs

11. Events of Default: Circumstances constituting breach and consequences thereof

12. Termination: Conditions and process for terminating the agreement

13. Governing Law and Jurisdiction: Specification of Philippine law as governing law and choice of courts

14. Miscellaneous Provisions: Standard boilerplate clauses including notices, amendments, and severability

What sections are optional to include in a Purchase And Sale Agreement?

1. Due Diligence: Used when buyer requires a period to investigate the assets or property before closing

2. Intellectual Property Rights: Required when the sale includes transfer of intellectual property

3. Environmental Matters: Necessary for sales involving real property or industrial equipment with environmental implications

4. Employee Matters: Included when the sale involves transfer of employees or labor-related obligations

5. Confidentiality: Added when sensitive information is exchanged during the transaction

6. Non-Competition: Used when restricting seller's future competitive activities is necessary

7. Earn-out Provisions: Included when part of the purchase price is contingent on future performance

8. Transition Services: Required when seller needs to provide post-closing support or services

What schedules should be included in a Purchase And Sale Agreement?

1. Schedule A - Asset Description: Detailed inventory or description of assets being sold

2. Schedule B - Purchase Price Calculation: Breakdown of purchase price components and adjustments

3. Schedule C - Excluded Assets: List of assets specifically excluded from the sale

4. Schedule D - Assumed Liabilities: Details of any liabilities being assumed by the buyer

5. Schedule E - Required Consents: List of third-party consents needed to complete the sale

6. Schedule F - Encumbrances: List of existing liens, encumbrances, or claims on the assets

7. Appendix 1 - Form of Transfer Documents: Templates for documents required to effect the transfer

8. Appendix 2 - Closing Checklist: List of documents and actions required for closing

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Philippines

Publisher

Ƶ

Document Type

Buy-Sell Agreement

Sector

Sales

Cost

Free to use
Relevant legal definitions










Clauses






































Relevant Industries

Real Estate

Manufacturing

Retail

Technology

Agriculture

Mining

Construction

Healthcare

Hospitality

Transportation

Energy

Consumer Goods

Industrial Equipment

Professional Services

Relevant Teams

Legal

Finance

Procurement

Business Development

Operations

Compliance

Risk Management

Commercial

Real Estate

Asset Management

Investment

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Secretary

Business Development Manager

Procurement Manager

Commercial Director

Operations Manager

Finance Manager

Legal Counsel

Contract Administrator

Risk Manager

Compliance Officer

Property Manager

Asset Manager

Investment Manager

Real Estate Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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