The Model Asset Purchase Agreement serves as a comprehensive template for asset acquisition transactions in the Philippines, designed to comply with local laws and regulations while protecting the interests of both parties. This document is typically used when a business wants to acquire specific assets rather than purchasing shares in a company, allowing for more selective acquisition and potentially different tax treatment. The agreement must comply with various Philippine laws including the Civil Code, Corporation Code, and National Internal Revenue Code, and may require approvals from regulatory bodies such as the Securities and Exchange Commission or the Philippine Competition Commission for larger transactions. It includes detailed provisions for asset identification, valuation, transfer mechanics, tax implications, and post-closing obligations, while incorporating necessary safeguards and representations specific to Philippine business practice.
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1. Parties: Identification of the seller and purchaser, including complete legal names and addresses
2. Background: Context of the transaction, brief description of the assets, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including description of assets being sold and excluded assets
5. Purchase Price: Purchase price, payment terms, adjustments, and payment mechanics
6. Conditions Precedent: Conditions that must be satisfied before closing, including regulatory approvals
7. Pre-Closing Obligations: Obligations of both parties between signing and closing, including conduct of business
8. Closing: Closing mechanics, deliverables, and timing
9. Seller's Representations and Warranties: Representations and warranties regarding the seller and the assets
10. Buyer's Representations and Warranties: Representations and warranties regarding the buyer and its capacity
11. Tax Matters: Tax responsibilities, allocations, and compliance with Philippine tax laws
12. Indemnification: Indemnification obligations, procedures, and limitations
13. Confidentiality: Confidentiality obligations and permitted disclosures
14. General Provisions: Standard provisions including governing law, notices, amendments, and dispute resolution
1. Employee Matters: Terms regarding transfer of employees, to be included if employees are part of the transaction
2. Intellectual Property: Specific provisions for IP transfer and licensing, required if IP assets are included
3. Real Property: Specific provisions for real estate transfer, required if real property is included
4. Environmental Matters: Environmental representations and obligations, needed for industrial assets
5. Transition Services: Terms for post-closing transition support, if required
6. Non-Competition: Non-compete and non-solicitation provisions, if agreed between parties
7. Financing Cooperation: Provisions regarding cooperation with buyer's financing, if relevant
8. Foreign Investment Provisions: Special provisions required if buyer is foreign-owned
1. Schedule of Assets: Detailed listing of all assets being purchased
2. Excluded Assets: Detailed listing of assets specifically excluded from the purchase
3. Purchase Price Allocation: Breakdown of purchase price across asset categories
4. Required Consents: List of third-party and governmental consents required
5. Encumbrances: List of existing liens, encumbrances, and other restrictions
6. Contracts: List of contracts being assigned or transferred
7. Intellectual Property: Detailed listing of IP assets being transferred
8. Real Property Details: Details of real property assets including titles and permits
9. Employee Information: Details of employees being transferred, if applicable
10. Pending Litigation: List of ongoing legal proceedings affecting the assets
11. Form of Transfer Documents: Templates for asset transfer documentation
12. Closing Checklist: List of all required closing deliverables and actions
Relevant legal definitions
Agreement
Assets
Assumed Liabilities
Business Day
BIR
Closing
Closing Date
Conditions Precedent
Consideration
Disclosure Schedule
Effective Date
Encumbrance
Excluded Assets
Excluded Liabilities
Governmental Authority
Intellectual Property Rights
Material Adverse Effect
Material Contracts
Permits
Purchase Price
Philippine Peso
SEC
Seller's Knowledge
Signing Date
Tax
Transfer Taxes
Working Day
Affiliate
Applicable Law
Business
Claims
Completion
Confidential Information
Damages
Due Diligence
Employee Benefits
Environmental Laws
Financial Statements
GAAP
Indemnified Party
Indemnifying Party
Inventory
Liabilities
Lien
Loss
Material Contract
Ordinary Course of Business
Party/Parties
Person
Philippine Competition Commission
Real Property
Representatives
Required Consents
Security Interest
Subsidiary
Tax Returns
Third Party
Transaction Documents
Transfer
Warranties
Assets
Assumed Liabilities
Business Day
BIR
Closing
Closing Date
Conditions Precedent
Consideration
Disclosure Schedule
Effective Date
Encumbrance
Excluded Assets
Excluded Liabilities
Governmental Authority
Intellectual Property Rights
Material Adverse Effect
Material Contracts
Permits
Purchase Price
Philippine Peso
SEC
Seller's Knowledge
Signing Date
Tax
Transfer Taxes
Working Day
Affiliate
Applicable Law
Business
Claims
Completion
Confidential Information
Damages
Due Diligence
Employee Benefits
Environmental Laws
Financial Statements
GAAP
Indemnified Party
Indemnifying Party
Inventory
Liabilities
Lien
Loss
Material Contract
Ordinary Course of Business
Party/Parties
Person
Philippine Competition Commission
Real Property
Representatives
Required Consents
Security Interest
Subsidiary
Tax Returns
Third Party
Transaction Documents
Transfer
Warranties
Clauses
Parties
Recitals
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Asset Description
Excluded Assets
Assumed Liabilities
Conditions Precedent
Due Diligence
Pre-Closing Covenants
Closing Mechanics
Post-Closing Obligations
Representations and Warranties
Tax Matters
Employee Matters
Intellectual Property
Real Property
Environmental Compliance
Regulatory Compliance
Indemnification
Confidentiality
Non-Competition
Force Majeure
Assignment
Termination
Dispute Resolution
Governing Law
Notices
Amendments
Severability
Entire Agreement
Counterparts
Further Assurance
Third Party Rights
Time of Essence
Costs and Expenses
Securities Law Compliance
Competition Law Compliance
Foreign Investment Provisions
Data Privacy
Insurance
Title and Risk
Transition Services
Business Warranties
Financial Warranties
Legal Compliance Warranties
Asset Warranties
Recitals
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Asset Description
Excluded Assets
Assumed Liabilities
Conditions Precedent
Due Diligence
Pre-Closing Covenants
Closing Mechanics
Post-Closing Obligations
Representations and Warranties
Tax Matters
Employee Matters
Intellectual Property
Real Property
Environmental Compliance
Regulatory Compliance
Indemnification
Confidentiality
Non-Competition
Force Majeure
Assignment
Termination
Dispute Resolution
Governing Law
Notices
Amendments
Severability
Entire Agreement
Counterparts
Further Assurance
Third Party Rights
Time of Essence
Costs and Expenses
Securities Law Compliance
Competition Law Compliance
Foreign Investment Provisions
Data Privacy
Insurance
Title and Risk
Transition Services
Business Warranties
Financial Warranties
Legal Compliance Warranties
Asset Warranties
Relevant Industries
Manufacturing
Real Estate
Technology
Retail
Healthcare
Energy
Mining
Agriculture
Transportation
Telecommunications
Financial Services
Hospitality
Construction
Consumer Goods
Industrial Equipment
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Operations
Business Development
Strategic Planning
Due Diligence
Corporate Secretariat
Treasury
Accounting
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Lawyer
Legal Counsel
Finance Director
Mergers & Acquisitions Director
Business Development Manager
Tax Manager
Compliance Officer
Risk Manager
Corporate Secretary
Operations Director
Asset Manager
Transaction Manager
Due Diligence Specialist
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