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Company Purchase Agreement
"I need a Company Purchase Agreement governed by Philippine law for the acquisition of a mid-sized manufacturing company, with specific focus on environmental compliance and employee retention provisions, as we plan to maintain the existing workforce and factory operations."
1. Parties: Identification of the seller(s) and buyer(s), including complete corporate details and registration information
2. Background: Context of the transaction, brief description of the company being sold, and purpose of the agreement
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including the assets/shares being sold and basic purchase mechanics
5. Purchase Price: Detailed breakdown of the purchase price, payment terms, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction
7. Pre-Completion Obligations: Obligations of both parties between signing and completion
8. Completion: Details of the completion process, timing, and deliverables
9. Warranties: Seller's warranties regarding the company, its assets, and operations
10. Limitations on Liability: Limitations on the seller's liability under the warranties and indemnities
11. Confidentiality: Obligations regarding confidential information and announcements
12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction details
13. General Provisions: Standard boilerplate provisions including notices, amendments, and entire agreement
1. Tax Covenant: Specific tax-related warranties and indemnities, used when tax exposure is a significant concern
2. Non-Competition: Restrictions on seller's future competitive activities, used when seller retention of customer relationships is a concern
3. Environmental Provisions: Specific provisions for companies with environmental risks or compliance requirements
4. Employee Matters: Specific provisions regarding employee transfers and benefits, used when employment issues are material
5. Intellectual Property: Detailed IP provisions, used when IP assets are material to the transaction
6. Real Estate: Specific provisions for company-owned real estate, used when real property is material
7. Earn-out Provisions: Structure for additional payments based on future performance, used when part of purchase price is contingent
8. Foreign Investment Provisions: Additional provisions required when transaction involves foreign investors
1. Company Details: Detailed information about the target company including corporate information and capitalization
2. Properties: List and details of all real properties owned or leased
3. Material Contracts: List and copies of all material contracts
4. Intellectual Property: Schedule of all IP rights owned or licensed
5. Employee Information: List of employees, their positions, and key employment terms
6. Financial Statements: Recent financial statements and management accounts
7. Disclosed Matters: Matters disclosed against the warranties
8. Completion Deliverables: List of all documents to be delivered at completion
9. Form of Resignation Letters: Template resignation letters for departing directors
10. Form of Board Resolutions: Template board resolutions approving the transaction
Authors
Manufacturing
Technology
Real Estate
Financial Services
Retail
Healthcare
Energy
Transportation
Telecommunications
Professional Services
Agriculture
Mining
Construction
Education
Hospitality
Legal
Finance
Mergers & Acquisitions
Corporate Development
Executive Leadership
Risk & Compliance
Tax
Business Development
Strategy
Corporate Secretariat
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Managing Director
Head of Mergers & Acquisitions
Finance Director
Legal Director
Business Development Director
Investment Manager
Corporate Lawyer
Transaction Advisory Partner
Due Diligence Manager
Integration Manager
Risk Manager
Compliance Officer
Board Member
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