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Sell And Buy Agreement for Philippines

Sell And Buy Agreement Template for Philippines

A comprehensive legal document governed by Philippine law that formalizes the transfer of ownership of property, goods, or assets from a seller to a buyer. The agreement details the terms and conditions of the sale, including purchase price, payment terms, warranties, and obligations of both parties. It ensures compliance with Philippine Civil Code requirements and other relevant local regulations, incorporating necessary provisions for tax compliance, transfer of title, and dispute resolution under Philippine jurisdiction. The document serves as a binding contract that protects both parties' interests and provides clear remedies in case of default or breach.

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What is a Sell And Buy Agreement?

The Sell and Buy Agreement is a fundamental legal instrument used in Philippine commerce and business transactions to document and formalize the transfer of ownership of various types of assets, from real estate to business assets. This document type is essential when parties need to clearly establish the terms of a sale while ensuring compliance with Philippine legal requirements, including the Civil Code, tax regulations, and special laws. The agreement typically includes detailed provisions about the asset being sold, purchase price, payment terms, warranties, and various conditions that must be met for the sale to be completed. A well-drafted Sell and Buy Agreement helps prevent future disputes by clearly documenting the parties' intentions and obligations, while also addressing jurisdiction-specific requirements such as notarization and proper documentation for tax purposes.

What sections should be included in a Sell And Buy Agreement?

1. Parties: Identifies and provides complete details of the seller and buyer, including their legal names, addresses, and tax identification numbers

2. Background: Explains the context of the sale and the parties' intention to enter into the agreement

3. Definitions: Defines key terms used throughout the agreement to ensure clarity and prevent misinterpretation

4. Subject Matter of Sale: Detailed description of the property or goods being sold, including specific identifiers or characteristics

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

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

7. Representations and Warranties: Statements of fact and guarantees made by both parties, particularly regarding the seller's ownership and right to sell

8. Delivery and Transfer of Ownership: Specifies when and how the property will be delivered and ownership transferred

9. Taxes and Expenses: Allocates responsibility for various taxes and transaction costs

10. Default and Remedies: Outlines what constitutes default and the remedies available to either party

11. Governing Law and Jurisdiction: Specifies that Philippine law governs and identifies courts with jurisdiction

12. Execution: Formal closing section with signature blocks and notarial acknowledgment

What sections are optional to include in a Sell And Buy Agreement?

1. Due Diligence: Used when buyer requires a period to investigate the property or goods before finalizing the purchase

2. Financing Contingency: Include when the purchase is contingent on the buyer obtaining financing

3. Insurance and Risk: Required when there's a significant gap between agreement signing and completion

4. Intellectual Property Rights: Include when the sale involves assets with associated intellectual property

5. Environmental Matters: Necessary when selling real estate or businesses with potential environmental liabilities

6. Employee Matters: Include when the sale involves a business with employees

7. Confidentiality: Add when sensitive information will be exchanged during the transaction

8. Force Majeure: Include when parties want to address potential extraordinary circumstances affecting performance

What schedules should be included in a Sell And Buy Agreement?

1. Schedule A - Property Description: Detailed technical or legal description of the property or goods being sold

2. Schedule B - Inventory List: Itemized list of included items, especially relevant for business or multiple-item sales

3. Schedule C - Payment Schedule: Detailed breakdown of payment terms if involving installments or multiple payments

4. Schedule D - Encumbrances: List of any existing liens, encumbrances, or claims on the property

5. Schedule E - Required Consents: List of third-party approvals or governmental consents needed

6. Appendix 1 - Due Diligence Documents: List of documents provided for buyer's due diligence

7. Appendix 2 - Form of Transfer Documents: Templates of documents required to effect the transfer

8. Appendix 3 - Compliance Certificates: Copies of relevant permits, licenses, and certificates

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

Agriculture

Technology

Professional Services

Construction

Automotive

Energy

Mining

Healthcare

Education

Hospitality

Transportation

Financial Services

Relevant Teams

Legal

Finance

Procurement

Business Development

Operations

Compliance

Risk Management

Sales

Commercial

Property Management

Corporate Secretariat

Tax

Relevant Roles

Legal Counsel

Corporate Lawyer

Business Development Manager

Chief Executive Officer

Chief Financial Officer

Contract Manager

Procurement Manager

Real Estate Manager

Property Manager

Sales Director

Business Owner

Operations Manager

Compliance Officer

Risk Manager

Commercial Director

Asset 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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