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Agreement To Sell And Contract Of Sale
"I need an Agreement To Sell And Contract Of Sale for the purchase of a manufacturing facility in Manila, Philippines, with a 6-month due diligence period starting January 2025, and including specific conditions about environmental compliance and existing equipment transfer."
1. Parties: Identification and details of the Seller and Buyer, including their legal capacity to enter into the contract
2. Background: Context of the transaction, including brief description of the property and parties' intention to enter into an agreement to sell followed by a contract of sale
3. Definitions: Definitions of key terms used throughout the agreement
4. Agreement to Sell: Terms of the promise to sell, including the commitment to transfer ownership upon fulfillment of conditions
5. Purchase Price and Payment Terms: Total consideration, payment schedule, and method of payment
6. Conditions Precedent: Conditions that must be met before proceeding to the actual sale
7. Contract of Sale: Terms of the actual sale that will take effect upon fulfillment of conditions precedent
8. Transfer of Title and Ownership: Process and timing of the transfer of ownership and registration
9. Representations and Warranties: Statements of fact and guarantees by both parties, particularly regarding the property's condition and ownership
10. Rights and Obligations: Specific duties and responsibilities of each party
11. Default and Remedies: Consequences of breach and available remedies
12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
13. Execution: Signature blocks and notarial acknowledgment
1. Due Diligence: Used when the buyer requires a period to investigate the property or assets before proceeding with the sale
2. Broker's Commission: Include when a broker is involved in the transaction
3. Property Inspection and Acceptance: Detailed when the sale involves physical property requiring inspection
4. Tax Provisions: Specific section on tax responsibilities when complex tax implications are involved
5. Insurance: Include when insurance requirements need to be specified during the transition period
6. Assignment: Used when either party may need to transfer their rights under the agreement
7. Force Majeure: Include when parties want to address potential extraordinary circumstances
8. Confidentiality: Required when sensitive information will be exchanged during the transaction
1. Property Description: Detailed description of the property or assets being sold, including technical specifications or legal descriptions
2. Payment Schedule: Detailed breakdown of payment terms, amounts, and due dates
3. Title Documents: List of relevant title documents and certificates
4. Permits and Licenses: Copies or list of relevant permits, licenses, and authorizations
5. Encumbrances: List of any existing liens, encumbrances, or restrictions on the property
6. Delivery Schedule: Timeline for the delivery or transfer of property (if applicable)
7. Due Diligence Checklist: List of documents and items to be reviewed during due diligence
8. Form of Deed of Absolute Sale: Template of the final deed of sale to be executed upon completion of conditions
Authors
Agreement Date
Agreement to Sell
Applicable Law
Business Day
Buyer
Closing
Closing Date
Completion
Conditions Precedent
Confidential Information
Contract of Sale
Deed of Absolute Sale
Default
Down Payment
Due Diligence Period
Effective Date
Encumbrances
Force Majeure Event
Governing Law
Installment Payments
Intellectual Property Rights
Material Adverse Change
Notarial Acknowledgment
Notice
Parties
Payment Schedule
Permits
Property
Purchase Price
Registration
Seller
Taxes
Third Party
Title
Transfer Date
Transfer Documents
Warranties
Definitions
Agreement to Sell
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Due Diligence
Title and Ownership
Representations and Warranties
Property Handover
Risk and Insurance
Taxes and Expenses
Default
Termination
Force Majeure
Confidentiality
Assignment
Notices
Entire Agreement
Amendment
Severability
Waiver
Further Assurance
Counterparts
Good Faith
Indemnification
Dispute Resolution
Governing Law
Jurisdiction
Registration and Stamp Duty
Broker's Commission
Time of Essence
Survival
Real Estate
Manufacturing
Retail
Agriculture
Construction
Automotive
Industrial Equipment
Technology
Hospitality
Mining
Energy
Transportation
Legal
Compliance
Real Estate
Sales
Procurement
Finance
Operations
Risk Management
Business Development
Corporate Secretariat
Property Management
Legal Counsel
Contract Manager
Business Development Manager
Real Estate Agent
Property Manager
Sales Director
Procurement Manager
Corporate Secretary
Compliance Officer
Risk Manager
Chief Legal Officer
Chief Financial Officer
Asset Manager
Operations Director
Transaction Manager
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