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The Definitive Purchase Agreement is a crucial document used in Philippine business transactions to formalize the final terms and conditions of a purchase and sale arrangement. It represents the culmination of negotiations and due diligence, replacing any preliminary agreements such as letters of intent or memoranda of understanding. This agreement is essential for significant transactions involving assets, shares, or property, and must comply with Philippine Civil Code requirements, commercial laws, and relevant regulatory frameworks. The document typically follows extensive negotiations and includes detailed provisions on transaction structure, price mechanisms, representations and warranties, risk allocation, and closing conditions. It serves as the primary reference point for the parties' rights and obligations throughout the transaction process and beyond closing.

1. Parties: Identifies and provides complete details of the buyer and seller, including their legal status and addresses

2. Background: Provides context for the transaction and explains the parties' intentions

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

4. Subject Matter of Sale: Detailed description of what is being purchased, including specifications and quantity

5. Purchase Price: States the agreed price, currency, and payment terms

6. Payment Terms: Details the method, timing, and conditions of payment

7. Conditions Precedent: Lists conditions that must be satisfied before the sale becomes effective

8. Closing: Specifies the closing date and mechanics for completing the transaction

9. Seller's Representations and Warranties: States the seller's assertions about the subject matter of sale and their authority to sell

10. Buyer's Representations and Warranties: States the buyer's assertions about their authority and ability to complete the purchase

11. Covenants: Lists ongoing obligations of both parties before and after closing

12. Indemnification: Details how parties will compensate each other for breaches or losses

13. Termination: Specifies circumstances under which the agreement can be terminated

14. Governing Law and Jurisdiction: Specifies Philippine law as governing law and defines jurisdiction for disputes

15. Dispute Resolution: Outlines process for resolving disputes, including arbitration if agreed

16. Miscellaneous Provisions: Includes standard boilerplate provisions like notices, amendments, and severability