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Business Asset Purchase Agreement Template for Philippines

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Key Requirements PROMPT example:

Business Asset Purchase Agreement

"I need a Business Asset Purchase Agreement for acquiring manufacturing equipment and related IP rights from a Philippine corporation, with a completion date of March 15, 2025, including specific provisions for technology transfer and employee retention."

Document background
The Business Asset Purchase Agreement is a crucial document used in Philippine business transactions when one entity wishes to acquire specific assets of another business without purchasing the entire company. This agreement is essential for transactions governed by Philippine law and must comply with various regulations including the Civil Code of the Philippines, the Revised Corporation Code, and the National Internal Revenue Code. It is commonly used when businesses want to acquire specific equipment, inventory, intellectual property, or other assets while leaving behind certain liabilities or unwanted assets. The document typically includes detailed schedules of assets, price adjustments, warranties, and specific provisions for regulatory compliance, making it suitable for both simple and complex asset acquisitions in the Philippine business environment.
Suggested Sections

1. Parties: Identifies and provides full details of the seller and buyer, including registration numbers and addresses

2. Background: Contextual information about the transaction, including brief description of the business and assets being sold

3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out interpretation rules

4. Sale and Purchase: Core provision detailing the assets being sold and purchased

5. Purchase Price: Specifies the purchase price, payment terms, and any adjustments

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

7. Pre-Completion Obligations: Obligations of both parties between signing and completion

8. Completion: Details of the completion process, timing, and deliverables

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

10. Buyer's Warranties: Basic warranties given by the buyer, including capacity to enter into the agreement

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

12. Confidentiality: Obligations regarding confidential information

13. Announcements: Provisions regarding public announcements about the transaction

14. Further Assurance: Obligation to take further actions necessary to give effect to the agreement

15. Governing Law and Jurisdiction: Specifies Philippine law as governing law and jurisdiction for disputes

16. Execution: Signature blocks and execution formalities

Optional Sections

1. Employee Matters: Required if employees are being transferred as part of the business

2. Intellectual Property: Required if significant IP assets are included in the sale

3. Real Property: Required if real estate assets are included in the sale

4. Competition Compliance: Required for larger transactions subject to Philippine Competition Act requirements

5. Environmental Matters: Required if the business involves environmental permits or risks

6. Transition Services: Required if the seller will provide post-completion services

7. Non-Compete Provisions: Optional restrictions on seller's future business activities

8. Earn-out Provisions: Required if part of purchase price is contingent on future performance

Suggested Schedules

1. Schedule 1 - Assets: Detailed list and description of all assets being sold

2. Schedule 2 - Excluded Assets: List of assets explicitly excluded from the sale

3. Schedule 3 - Properties: Details of any real property included in the sale

4. Schedule 4 - Intellectual Property: List of all IP rights being transferred

5. Schedule 5 - Employees: List of employees and their key employment terms

6. Schedule 6 - Contracts: List of business contracts being transferred

7. Schedule 7 - Permits and Licenses: List of governmental permits and licenses

8. Schedule 8 - Completion Deliverables: List of documents to be delivered at completion

9. Schedule 9 - Warranties: Detailed warranties given by the seller

10. Appendix 1 - Form of Transfer Instruments: Template documents for transferring specific assets

11. Appendix 2 - Completion Agenda: Step-by-step completion process and requirements

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

Relevant legal definitions
Clauses








































Relevant Industries

Manufacturing

Retail

Technology

Real Estate

Hospitality

Healthcare

Professional Services

Agriculture

Mining

Construction

Transportation

Energy

Telecommunications

Financial Services

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Operations

Business Development

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Managing Director

Corporate Lawyer

Finance Director

Business Development Manager

Mergers & Acquisitions Manager

Corporate Secretary

Risk Manager

Compliance Officer

Tax Director

Operations Director

General Counsel

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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