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Commercial Real Estate Sales Contract Template for Philippines

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Key Requirements PROMPT example:

Commercial Real Estate Sales Contract

"I need a Commercial Real Estate Sales Contract for purchasing a three-story office building in Makati City, Philippines, with a closing date of March 15, 2025; the building currently has multiple tenants whose leases need to be maintained after the sale."

Document background
The Commercial Real Estate Sales Contract is a crucial legal instrument used in the Philippines for transferring ownership of commercial properties. This document is essential when conducting commercial real estate transactions and must comply with various Philippine laws, including the Civil Code, Property Registration Decree, and Local Government Code. It is specifically designed to address the complexities of commercial property sales, including proper property description, price determination, payment terms, warranties, and closing requirements. The contract also needs to account for specific Philippine requirements such as notarization, proper documentation for the Register of Deeds, and compliance with tax regulations. It's particularly important for ensuring that both parties' interests are protected while meeting all regulatory requirements for commercial property transfers in the Philippine jurisdiction.
Suggested Sections

1. Parties: Identification of the Seller and Buyer, including complete legal names, addresses, and tax identification numbers

2. Background: Context of the transaction, including brief property history and purpose of the sale

3. Definitions: Defined terms used throughout the agreement for clarity and consistency

4. Property Description: Detailed description of the property including lot number, location, boundaries, and total area

5. Purchase Price: Total purchase price, payment terms, and schedule of payments

6. Payment Terms: Detailed breakdown of payment structure, including deposits, installments, and final payment

7. Representations and Warranties: Seller's declarations regarding property ownership, encumbrances, and condition

8. Due Diligence: Buyer's right to investigate the property and related documentation

9. Conditions Precedent: Requirements that must be met before closing the sale

10. Closing Requirements: Documents and actions required from each party to complete the transaction

11. Transfer of Title: Process and obligations related to transferring property ownership

12. Taxes and Expenses: Allocation of transfer taxes, registration fees, and other transaction costs

13. Default and Remedies: Consequences and available remedies in case of breach by either party

14. Governing Law: Specification of Philippine law as governing law and jurisdiction

15. Notices: Process for formal communications between parties

16. Execution: Signature blocks and notarization requirements

Optional Sections

1. Tenant Rights: Required if the property has existing tenants, detailing their rights and obligations post-sale

2. Environmental Compliance: Required for properties with potential environmental concerns or specific compliance requirements

3. Special Economic Zone Provisions: Required if the property is located within a special economic zone

4. Broker Provisions: Required if real estate brokers are involved in the transaction

5. Mortgage Release: Required if the property has existing mortgages that need to be discharged

6. Construction Warranties: Required for newly constructed commercial properties

7. Property Management Transition: Required if there are existing property management arrangements

8. Intellectual Property Rights: Required if the sale includes trade names, logos, or other IP associated with the property

Suggested Schedules

1. Schedule A - Property Details: Technical description, lot plans, and survey details

2. Schedule B - Title Documents: Copy of title, tax declaration, and historical title documents

3. Schedule C - Payment Schedule: Detailed breakdown of payment terms and dates

4. Schedule D - Permitted Encumbrances: List of accepted liens, easements, or other encumbrances

5. Schedule E - Due Diligence Documents: List of all documents provided for buyer's review

6. Schedule F - Current Leases: Details of existing lease agreements and tenant information

7. Schedule G - Property Inventory: List of fixtures, fittings, and equipment included in the sale

8. Schedule H - Compliance Certificates: Copies of zoning, building, fire safety, and other compliance certificates

9. Appendix 1 - Property Photos: Recent photographs of the property and improvements

10. Appendix 2 - Environmental Reports: Environmental assessment and compliance reports

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

Real Estate Development

Commercial Property Investment

Banking and Finance

Retail

Hospitality

Manufacturing

Logistics and Warehousing

Healthcare

Education

Professional Services

Technology and Data Centers

Entertainment and Recreation

Relevant Teams

Legal

Real Estate

Finance

Compliance

Tax

Risk Management

Property Management

Business Development

Corporate Development

Operations

Facilities Management

Relevant Roles

Real Estate Director

Chief Financial Officer

Property Manager

Real Estate Lawyer

Compliance Officer

Real Estate Broker

Investment Manager

Facilities Manager

Corporate Counsel

Business Development Manager

Risk Manager

Asset Manager

Tax Manager

Property Development Manager

Acquisitions 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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