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The Purchase Sale Agreement Commercial (Real Estate) is a crucial legal instrument used in the Philippines for transferring ownership of commercial real estate properties. This document is essential when businesses or individuals are engaging in the purchase or sale of commercial properties such as office buildings, retail spaces, industrial facilities, or mixed-use developments. The agreement must comply with Philippine property laws, including the Civil Code, Property Registration Decree, and local government regulations. It typically includes comprehensive details about the property, price, payment terms, conditions precedent, warranties, and closing requirements. Special attention is given to foreign ownership restrictions, zoning requirements, and environmental compliance. The document serves as the primary reference point for all aspects of the transaction and is particularly important for protecting both parties' interests in high-value commercial real estate dealings.

1. Parties: Identifies and provides complete details of the Seller and Purchaser, including registration numbers for corporate entities

2. Background: Contextual information about the transaction, including brief property description and purpose of the agreement

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

4. Property Description: Detailed description of the property including lot number, title details, boundaries, and total area

5. Purchase Price: States the agreed purchase price and payment terms, including deposit and balance payment schedule

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

7. Conditions Precedent: Conditions that must be satisfied before the sale becomes binding

8. Seller's Representations and Warranties: Seller's declarations regarding property ownership, encumbrances, and legal status

9. Buyer's Representations and Warranties: Buyer's declarations regarding legal capacity and financial ability to purchase

10. Due Diligence: Buyer's right to investigate the property's condition, title, and compliance with regulations

11. Closing Requirements: Documents and actions required from each party to complete the transaction

12. Transfer of Title: Process and obligations for transferring property ownership

13. Taxes and Expenses: Allocation of transaction costs, taxes, and registration fees

14. Default and Remedies: Consequences of breach and available remedies to either party

15. Governing Law: Confirms Philippine law as governing law and jurisdiction

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