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Business Buy And Sell Agreement
"I need a Business Buy and Sell Agreement for the sale of my local pharmacy business in Manila to a domestic buyer, with a planned completion date of March 15, 2025, including standard warranties and basic employee transfer provisions."
1. Parties: Identifies and provides full details of the seller and buyer, including their legal status and registered addresses
2. Background: Describes the business being sold and the context of the transaction
3. Definitions: Defines key terms used throughout the agreement
4. Sale and Purchase: Details the core transaction - what is being sold and purchased
5. Purchase Price: Specifies the purchase price, payment terms, and any adjustments
6. Conditions Precedent: Lists conditions that must be met before completion
7. Pre-Completion Obligations: Outlines what both parties must do between signing and completion
8. Completion: Details the completion process, timing, and requirements
9. Seller's Warranties: Contains warranties about the business, assets, and liabilities
10. Buyer's Warranties: Contains warranties from the buyer, including ability to complete the purchase
11. Limitations on Liability: Sets out limitations on the parties' liability under the warranties
12. Post-Completion Obligations: Specifies ongoing obligations after completion
13. Confidentiality: Governs the handling of confidential information
14. Announcements: Controls public statements about the transaction
15. Governing Law and Jurisdiction: Specifies Philippine law as governing law and jurisdiction
16. General Provisions: Contains standard boilerplate provisions
17. Execution: Formal execution block for signing
1. Non-Competition: Restricts seller from competing with the business - include when seller could pose competitive threat
2. Employee Matters: Addresses treatment of employees - include when staff are transferring
3. Intellectual Property: Detailed IP provisions - include when business has significant IP assets
4. Real Property: Property transfer provisions - include when real estate is part of sale
5. Tax Covenant: Detailed tax provisions - include for complex tax situations
6. Environmental Matters: Environmental warranties and indemnities - include for businesses with environmental risks
7. Transition Services: Post-completion support services - include when seller will provide ongoing support
8. Earn-out Provisions: Performance-based additional payments - include when price includes earn-out component
9. Foreign Investment Provisions: Include when transaction involves foreign buyers/sellers
1. Schedule 1: Business Assets: Detailed list of all assets included in the sale
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 included in the sale
5. Schedule 5: Employee Information: Details of transferring employees and their terms
6. Schedule 6: Material Contracts: List of key contracts being transferred
7. Schedule 7: Warranties: Detailed warranties about the business
8. Schedule 8: Completion Obligations: Detailed list of completion deliverables
9. Schedule 9: Permitted Encumbrances: List of permitted liens or encumbrances on assets
10. Appendix A: Form of Transfer Instruments: Template documents for transferring assets
11. Appendix B: Corporate Authorizations: Required corporate approvals and resolutions
Authors
Accounting Standards
Affiliate
Agreement
Assets
Business
Business Day
Business Information
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosure Letter
Effective Date
Encumbrance
Environmental Laws
Excluded Assets
Financial Statements
Governmental Authority
Intellectual Property Rights
Inventory
Key Employees
Liabilities
Licenses
Loss
Material Adverse Change
Material Contracts
Net Working Capital
Parties
Permits
Philippine Competition Commission
Purchase Price
Related Party
Relevant Law
Representatives
SEC
Securities and Exchange Commission
Seller's Group
Seller's Knowledge
Shareholders
Signing Date
Subsidiary
Tax
Tax Authority
Tax Returns
Third Party
Transaction
Transaction Documents
Transfer
Warranties
Working Capital
Purchase Price
Payment Terms
Conditions Precedent
Warranties and Representations
Asset Transfer
Due Diligence
Completion Mechanics
Pre-Completion Obligations
Post-Completion Obligations
Employees and Benefits
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Tax Matters
Indemnification
Liability Limitations
Force Majeure
Assignment
Regulatory Compliance
Environmental Compliance
Real Property
Material Contracts
Dispute Resolution
Governing Law
Termination
Notices
Amendment
Severability
Entire Agreement
Third Party Rights
Costs and Expenses
Further Assurance
Counterparts
Announcements
Data Protection
Anti-Corruption
Competition Law
Foreign Investment
Retail
Manufacturing
Technology
Professional Services
Food and Beverage
Healthcare
Real Estate
Construction
Transportation and Logistics
Agriculture
Hospitality
Financial Services
Education
Entertainment and Media
Energy and Utilities
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Human Resources
Operations
Corporate Secretariat
Business Development
Strategy
Investment Banking
Due Diligence
Chief Executive Officer
Chief Financial Officer
Business Owner
Managing Director
Corporate Lawyer
Legal Counsel
Business Development Manager
Mergers & Acquisitions Director
Finance Director
Company Secretary
Tax Director
Risk Manager
Compliance Officer
Operations Director
Human Resources Director
Commercial Director
Investment Banker
Business Broker
Transaction Advisory Manager
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