The Business Asset Purchase Agreement is a crucial document used in Philippine business transactions when one entity wishes to acquire specific assets of another business without purchasing the entire company. This agreement is essential for transactions governed by Philippine law and must comply with various regulations including the Civil Code of the Philippines, the Revised Corporation Code, and the National Internal Revenue Code. It is commonly used when businesses want to acquire specific equipment, inventory, intellectual property, or other assets while leaving behind certain liabilities or unwanted assets. The document typically includes detailed schedules of assets, price adjustments, warranties, and specific provisions for regulatory compliance, making it suitable for both simple and complex asset acquisitions in the Philippine business environment.
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1. Parties: Identifies and provides full details of the seller and buyer, including registration numbers and addresses
2. Background: Contextual information about the transaction, including brief description of the business and assets being sold
3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out interpretation rules
4. Sale and Purchase: Core provision detailing the assets being sold and purchased
5. Purchase Price: Specifies the purchase price, payment terms, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion of the sale
7. Pre-Completion Obligations: Obligations of both parties between signing and completion
8. Completion: Details of the completion process, timing, and deliverables
9. Seller's Warranties: Warranties given by the seller regarding the assets and business
10. Buyer's Warranties: Basic warranties given by the buyer, including capacity to enter into the agreement
11. Tax Matters: Provisions dealing with tax liabilities and obligations
12. Confidentiality: Obligations regarding confidential information
13. Announcements: Provisions regarding public announcements about the transaction
14. Further Assurance: Obligation to take further actions necessary to give effect to the agreement
15. Governing Law and Jurisdiction: Specifies Philippine law as governing law and jurisdiction for disputes
16. Execution: Signature blocks and execution formalities
1. Employee Matters: Required if employees are being transferred as part of the business
2. Intellectual Property: Required if significant IP assets are included in the sale
3. Real Property: Required if real estate assets are included in the sale
4. Competition Compliance: Required for larger transactions subject to Philippine Competition Act requirements
5. Environmental Matters: Required if the business involves environmental permits or risks
6. Transition Services: Required if the seller will provide post-completion services
7. Non-Compete Provisions: Optional restrictions on seller's future business activities
8. Earn-out Provisions: Required if part of purchase price is contingent on future performance
1. Schedule 1 - Assets: Detailed list and description of all assets being sold
2. Schedule 2 - Excluded Assets: List of assets explicitly excluded from the sale
3. Schedule 3 - Properties: Details of any real property included in the sale
4. Schedule 4 - Intellectual Property: List of all IP rights being transferred
5. Schedule 5 - Employees: List of employees and their key employment terms
6. Schedule 6 - Contracts: List of business contracts being transferred
7. Schedule 7 - Permits and Licenses: List of governmental permits and licenses
8. Schedule 8 - Completion Deliverables: List of documents to be delivered at completion
9. Schedule 9 - Warranties: Detailed warranties given by the seller
10. Appendix 1 - Form of Transfer Instruments: Template documents for transferring specific assets
11. Appendix 2 - Completion Agenda: Step-by-step completion process and requirements
Authors
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Retail
Technology
Real Estate
Hospitality
Healthcare
Professional Services
Agriculture
Mining
Construction
Transportation
Energy
Telecommunications
Financial Services
Education
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Operations
Business Development
Executive Leadership
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Managing Director
Corporate Lawyer
Finance Director
Business Development Manager
Mergers & Acquisitions Manager
Corporate Secretary
Risk Manager
Compliance Officer
Tax Director
Operations Director
General Counsel
Asset Manager
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