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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."
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
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
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
Manufacturing
Retail
Technology
Real Estate
Hospitality
Healthcare
Professional Services
Agriculture
Mining
Construction
Transportation
Energy
Telecommunications
Financial Services
Education
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Operations
Business Development
Executive Leadership
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
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