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Contract For Sale Of Business Assets Template for Philippines

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Key Requirements PROMPT example:

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."

Document background
The Contract For Sale of Business Assets is a crucial document used when a business wishes to sell some or all of its assets in the Philippines. It is particularly relevant for transactions involving the transfer of physical assets, intellectual property, equipment, inventory, or other business assets, without necessarily transferring the entire business entity. This document must comply with Philippine legal requirements, including the Civil Code, National Internal Revenue Code, and specific regulations governing particular asset types. It is essential when businesses are restructuring, downsizing, or divesting specific operations. The agreement typically includes detailed schedules of assets, warranties about their condition and ownership, tax considerations, and necessary regulatory approvals. It's particularly important to note that under Philippine law, certain asset transfers may require specific governmental approvals, especially for regulated industries or transactions exceeding competition law thresholds.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Hospitality

Technology

Real Estate

Construction

Healthcare

Professional Services

Transportation

Agriculture

Mining

Energy

Telecommunications

Financial Services

Education

Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Operations

Risk Management

Property Management

Asset Management

Business Development

Executive Leadership

Corporate Secretariat

Relevant Roles

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

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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