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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
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
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
Real Estate
Manufacturing
Retail
Agriculture
Technology
Professional Services
Construction
Automotive
Energy
Mining
Healthcare
Education
Hospitality
Transportation
Financial Services
Legal
Finance
Procurement
Business Development
Operations
Compliance
Risk Management
Sales
Commercial
Property Management
Corporate Secretariat
Tax
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
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