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Contract For Sale Of Business Assets
"I need a Contract for Sale of Business Assets under Philippine law for the sale of my manufacturing equipment and inventory worth PHP 50 million to a local competitor, with completion planned for March 2025 and including a 6-month transition services arrangement."
1. Parties: Identification of the seller and buyer, including complete legal names, registration details, and addresses
2. Background: Context of the transaction, brief description of the business and purpose of the sale
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including description of assets being sold and excluded assets
5. Purchase Price: Details of the purchase price, payment terms, adjustments, and payment mechanics
6. Conditions Precedent: Conditions that must be satisfied before completion of the sale
7. Completion: Details of when, where and how completion will take place, including completion deliverables
8. Seller's Representations and Warranties: Warranties regarding business assets, title, authority to sell, and compliance with laws
9. Buyer's Representations and Warranties: Warranties regarding authority to purchase and financial capacity
10. Pre-Completion Obligations: Obligations of both parties between signing and completion, including business conduct requirements
11. Post-Completion Obligations: Ongoing obligations after completion, including transition support and non-compete provisions
12. Indemnification: Indemnity provisions protecting parties against breaches and third-party claims
13. Confidentiality: Obligations regarding confidential information and announcements
14. Governing Law and Dispute Resolution: Choice of Philippine law and dispute resolution mechanisms
15. General Provisions: Standard boilerplate provisions including notices, amendments, and entire agreement
1. Employee Matters: Required if employees are being transferred as part of the sale, addressing employment continuity and benefits
2. Intellectual Property Transfer: Required if IP assets are included in the sale, detailing specific IP transfer provisions
3. Real Property Provisions: Required if real estate assets are included, addressing specific property transfer requirements
4. Environmental Matters: Required if the business involves environmental compliance obligations or risks
5. Tax Matters: Detailed tax provisions required for complex transactions with significant tax implications
6. Third Party Consents: Required if key contracts or licenses require third party approval for transfer
7. Transition Services: Required if seller will provide post-completion operational support
8. Competition Compliance: Required for larger transactions requiring Philippine Competition Commission approval
1. Schedule of Assets: Detailed listing of all assets being sold, including descriptions and identifying information
2. Excluded Assets: List of specific assets excluded from the sale
3. Encumbrances: List of all liens, encumbrances, or claims affecting the assets
4. Contracts: List of contracts being transferred or requiring assignment
5. Intellectual Property: Detailed list of IP assets including registrations and applications
6. Real Property Details: Details of any real property assets including titles and permits
7. Employee Information: List of employees and their employment terms if relevant
8. Required Consents: List of required third-party consents and regulatory approvals
9. Form of Transfer Documents: Templates for specific transfer documents required at completion
10. Completion Checklist: List of all actions and deliverables required at completion
Authors
Manufacturing
Retail
Hospitality
Technology
Real Estate
Construction
Healthcare
Professional Services
Transportation
Agriculture
Mining
Energy
Telecommunications
Financial Services
Education
Entertainment
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Operations
Risk Management
Property Management
Asset Management
Business Development
Executive Leadership
Corporate Secretariat
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Managing Director
Business Development Manager
Corporate Lawyer
Finance Director
Operations Manager
Asset Manager
Compliance Officer
Company Secretary
Commercial Director
Mergers & Acquisitions Manager
Tax Manager
Risk Manager
Property Manager
Business Owner
General Counsel
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