The Preliminary Purchase Agreement is a crucial document in Philippine business and commercial transactions, serving as a bridge between initial negotiations and the final purchase agreement. This document is typically used when parties have reached agreement on key terms but require time for due diligence, regulatory approvals, or financing arrangements before completing the transaction. It provides protection for both parties by documenting their commitments while allowing necessary investigations and preparations to proceed. Under Philippine law, particularly the Civil Code and relevant special laws, this agreement creates binding obligations while maintaining flexibility for the parties to address contingencies. The document is especially important in complex transactions where significant due diligence is required or where regulatory approvals must be obtained.
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1. Parties: Identifies and provides full details of the buyer and seller, including their legal names, addresses, and registration details if companies
2. Background: Explains the context of the agreement and the parties' intentions to enter into a purchase transaction
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Subject Matter: Describes the property or goods to be purchased in detail
5. Purchase Price: States the agreed purchase price and any applicable taxes
6. Payment Terms: Outlines the payment schedule, including any deposits or installments
7. Due Diligence: Specifies the buyer's right to inspect and verify the condition of the subject matter
8. Conditions Precedent: Lists conditions that must be satisfied before proceeding to final purchase
9. Timeline: Sets out the timeline for completing the transaction and signing the final purchase agreement
10. Representations and Warranties: Basic warranties from both parties regarding their capacity to enter into the agreement
11. Termination: Circumstances under which either party may terminate the preliminary agreement
12. Governing Law: Specifies that Philippine law governs the agreement
13. Execution: Signature blocks and execution formalities
1. Exclusivity: Prevents the seller from negotiating with other potential buyers during the preliminary agreement period
2. Confidentiality: Required when sensitive information will be shared during due diligence
3. Broker or Agent Provisions: Included when real estate or other agents are involved in the transaction
4. Financing Contingency: Added when the buyer's ability to proceed depends on obtaining financing
5. Environmental Matters: Important for real estate or business purchases where environmental issues may be relevant
6. Employee Matters: Included when the purchase involves a business with employees
7. Intellectual Property: Required when the purchase includes intellectual property assets
8. Tax Provisions: Detailed tax considerations when the transaction has significant tax implications
1. Description Schedule: Detailed description of the property or goods to be purchased
2. Due Diligence Requirements: List of documents and information to be provided during due diligence
3. Payment Schedule: Detailed breakdown of payment terms and installments
4. Timeline Schedule: Detailed timeline with specific dates and milestones
5. Required Consents: List of third-party consents or regulatory approvals needed
6. Encumbrances: List of any existing liens, encumbrances, or claims on the property
7. Disclosure Schedule: Seller's disclosures regarding the subject matter of the purchase
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