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The Sale of Business as a Going Concern Agreement is a crucial document used when transferring an operational business entity in the Philippines. This comprehensive agreement is essential when a business owner wishes to sell their entire business operation while maintaining its functional status throughout the transfer. The document is structured to comply with Philippine legal requirements, including the Corporation Code, National Internal Revenue Code, and Labor Code. It covers all aspects of the business transfer, from physical assets and intellectual property to employee contracts and ongoing business relationships. The agreement is particularly important as it ensures business continuity during ownership transition and addresses specific Philippine regulatory requirements for business transfers, including tax implications, employee rights, and corporate governance obligations. This type of agreement is distinct from asset sales as it preserves the operational integrity of the business and typically includes provisions for the transfer of goodwill, business licenses, and operational contracts.

1. Parties: Identification of the Seller and Buyer, including complete legal names, registration details, and addresses

2. Background: Context of the transaction, brief description of the business, and purpose of the agreement

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

4. Sale and Purchase: Core provision detailing the agreement to sell and purchase the business as a going concern

5. Purchase Price: Details of the purchase price, payment terms, adjustments, and payment mechanics

6. Assets Included in Sale: Comprehensive description of all assets included in the sale

7. Assumed Liabilities: Specification of which liabilities the buyer will assume and which remain with the seller

8. Employees: Provisions regarding the transfer of employees and related obligations

9. Conditions Precedent: Conditions that must be satisfied before completion of the sale

10. Completion: Details of the completion process, timing, and requirements

11. Seller's Warranties: Warranties given by the seller regarding the business and assets

12. Buyer's Warranties: Warranties given by the buyer regarding capacity and authority

13. Tax Matters: Provisions dealing with tax liabilities and obligations

14. Confidentiality: Obligations regarding confidential information

15. Post-Completion Obligations: Obligations of both parties after completion

16. Non-Competition: Restrictions on seller's competitive activities post-sale

17. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction provisions

18. General Provisions: Standard boilerplate clauses including notices, amendments, and severability