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A Trust Merger Agreement is a specialized legal document used when two trust entities in the Philippines decide to combine their operations. This document is essential for financial institutions holding trust licenses and must comply with strict requirements set by the Bangko Sentral ng Pilipinas (BSP) and other Philippine regulatory authorities. The agreement covers critical aspects such as the transfer of trust assets, protection of beneficiaries' interests, regulatory approvals, and operational integration. It's particularly important in the Philippine context due to specific local regulations governing trust operations, including the General Banking Law of 2000 and various BSP circulars. The document is typically used during consolidation of banking operations, strategic partnerships, or market expansion initiatives where trust businesses are involved.

1. Parties: Identification of the merging trust entities, including their complete legal names, addresses, and regulatory licenses

2. Background: Context of the merger, including brief description of each trust entity's business and rationale for merger

3. Definitions: Definitions of key terms used throughout the agreement, including regulatory terms specific to trust business

4. Merger Structure: Details of how the merger will be implemented, including surviving entity and treatment of trust assets

5. Transfer of Trust Assets and Liabilities: Comprehensive provisions regarding the transfer of trust accounts, assets, and obligations

6. Regulatory Compliance: Provisions ensuring compliance with BSP requirements and other applicable regulations

7. Client Protection Measures: Provisions for protecting trust beneficiaries' interests during and after the merger

8. Representations and Warranties: Standard and trust-specific representations from both parties

9. Conditions Precedent: Required approvals, consents, and conditions that must be met before closing

10. Closing Mechanics: Detailed procedures for completing the merger

11. Post-Merger Integration: Procedures for integrating trust operations, systems, and processes

12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction provisions

13. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability