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The Ownership Interest Purchase Agreement is a crucial document used in Philippine business transactions when transferring ownership stakes in companies or business entities. It serves as the primary transaction document in acquisitions, whether for partial or complete ownership transfers, and must comply with Philippine corporate law, including the Revised Corporation Code and Securities Regulation Code. This agreement is particularly important given the Philippines' specific requirements regarding foreign ownership restrictions, tax regulations, and corporate governance. The document typically includes detailed provisions on purchase price mechanics, conditions precedent, representations and warranties, and closing requirements. It's commonly used in various scenarios including corporate restructuring, strategic investments, and exit transactions, requiring careful consideration of both local and, where applicable, international legal requirements.

1. Parties: Identifies and provides full details of the seller(s) and purchaser(s), including registration details for corporate entities

2. Background: Contextual information about the ownership interests being sold and the entity whose interests are being transferred

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Sale and Purchase: Core transaction terms including the specific interests being sold and basic sale obligations

5. Purchase Price: Details of the consideration, including amount, currency, and payment terms

6. Conditions Precedent: Conditions that must be satisfied before the sale becomes binding

7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including conduct of business requirements

8. Completion: Mechanics of closing the transaction, including timing, location, and deliverables

9. Seller Warranties: Representations and warranties given by the seller regarding the ownership interests and underlying business

10. Purchaser Warranties: Basic representations and warranties given by the purchaser, including capacity to purchase

11. Indemnification: Rights and obligations regarding compensation for breaches or specified events

12. Confidentiality: Obligations regarding transaction confidentiality and handling of sensitive information

13. Announcements: Requirements and restrictions regarding public statements about the transaction

14. Notices: Process and requirements for formal communications between parties

15. General Provisions: Standard boilerplate provisions including governing law, assignment, and amendments

16. Execution: Signature blocks and execution formalities