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As Is Sale Agreement
"I need an As Is Sale Agreement for selling my used manufacturing equipment to a local business in Manila, with the sale scheduled for March 2025. The agreement should emphasize that the buyer has inspected the machinery and accepts all existing mechanical issues."
1. Parties: Identifies and provides complete details of the seller and buyer, including their legal capacity to enter into the agreement
2. Background: Contextualizes the transaction and establishes the seller's ownership of the property/item being sold
3. Definitions: Defines key terms used throughout the agreement, including 'As Is' condition
4. Subject Matter of Sale: Detailed description of the property/item being sold in its current condition
5. Purchase Price and Payment Terms: Specifies the agreed price and payment method/schedule
6. 'As Is' Condition and Disclaimer: Explicitly states that the property/item is sold in its current condition with all faults and defects
7. Buyer's Acknowledgment: Buyer's confirmation of inspection and acceptance of the property/item's current condition
8. Risk and Transfer of Ownership: Specifies when risk and ownership transfer to the buyer
9. Representations and Warranties: Limited representations about ownership and authority to sell, explicitly excluding other warranties
10. Closing and Delivery: Details of the closing process and physical transfer of the property/item
11. Governing Law: Specifies Philippine law as governing law and jurisdiction
12. Execution: Signature blocks and execution requirements
1. Taxes and Expenses: Section detailing responsibility for transfer taxes, registration fees, and other transaction costs - needed for high-value items or real estate
2. Due Diligence: Details of any inspection period granted to buyer - relevant for complex assets or real estate
3. Insurance: Insurance requirements during transition period - relevant for vehicles or valuable items
4. Broker's Commission: Details of any broker involvement and commission - needed if brokers are involved
5. Environmental Matters: Environmental disclaimers and acknowledgments - needed for real estate or industrial equipment
6. Survival: Specifies which provisions survive closing - needed for complex transactions
7. Force Majeure: Force majeure provisions - relevant for transactions with delayed closing
8. Dispute Resolution: Detailed dispute resolution procedures - recommended for high-value transactions
1. Schedule A - Property Description: Detailed description of the property/item including current condition, known defects, and photographs
2. Schedule B - Inspection Report: Report documenting the current condition and any identified issues (if inspection was conducted)
3. Schedule C - Title Documents: Copies of relevant ownership documents, registrations, or certificates
4. Schedule D - Delivery Protocol: Procedure for physical handover and acceptance of the property/item
5. Appendix 1 - Photographs: Current photographs documenting the condition of the property/item
6. Appendix 2 - Maintenance Records: Historical maintenance or repair records, if available
Authors
As Is Condition
Assets
Business Day
Closing
Closing Date
Consideration
Defects
Delivery
Delivery Date
Due Diligence
Effective Date
Encumbrances
Execution Date
Existing Condition
Force Majeure
Governing Law
Inspection Period
Known Defects
Liabilities
Party/Parties
Payment Terms
Permission
Property
Purchase Price
Seller's Knowledge
Subject Matter
Title Documents
Transaction
Transfer
Warranties
Sale and Purchase
As Is Condition
Purchase Price
Payment Terms
Delivery
Title Transfer
Risk Transfer
Warranties Disclaimer
Buyer Acknowledgment
Inspection Rights
Due Diligence
Representations
Liability Limitation
Title Matters
Property Condition
Closing Conditions
Registration
Tax Matters
Force Majeure
Dispute Resolution
Governing Law
Notices
Assignment
Severability
Entire Agreement
Amendment
Counterparts
Costs and Expenses
Further Assurance
Real Estate
Automotive
Manufacturing
Industrial Equipment
Construction
Agriculture
Retail
Mining
Technology
Maritime
Aviation
Legal
Procurement
Sales
Real Estate
Asset Management
Risk Management
Compliance
Operations
Finance
Property Management
Business Development
Legal Counsel
Corporate Lawyer
Real Estate Agent
Property Manager
Asset Manager
Procurement Manager
Sales Manager
Business Development Manager
Risk Manager
Compliance Officer
Contract Administrator
Operations Manager
Chief Financial Officer
Chief Legal Officer
Property Developer
Equipment Dealer
Fleet Manager
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