Business Buy And Sell Agreement Template for Philippines

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Key Requirements PROMPT example:

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."

Document background
The Business Buy and Sell Agreement is a crucial document used in Philippine business transactions when one party wishes to sell their business interests to another. This comprehensive agreement, governed by Philippine law and regulations, is essential for both asset sales and share transfers. It typically becomes relevant during business exits, expansions, or restructuring activities, providing a legally binding framework that protects all parties' interests. The document must comply with various Philippine regulations, including the Civil Code, Corporation Code, and tax laws. It includes detailed provisions covering purchase price, payment terms, warranties, representations, asset transfers, employee matters, and post-completion obligations. The agreement's scope can be adjusted based on transaction size and complexity, making it suitable for both small business transfers and large corporate acquisitions.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

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

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Human Resources

Operations

Corporate Secretariat

Business Development

Strategy

Investment Banking

Due Diligence

Relevant Roles

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

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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