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Preliminary Purchase Agreement
"I need a Preliminary Purchase Agreement under Philippine law for acquiring a commercial property in Makati City, with a 60-day due diligence period starting March 1, 2025, and including special provisions for environmental compliance and existing tenant rights."
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
Authors
Business Day
Closing
Closing Date
Confidential Information
Conditions Precedent
Deposit
Due Diligence
Due Diligence Period
Effective Date
Encumbrances
Final Purchase Agreement
Governing Law
Intellectual Property Rights
Long Stop Date
Material Adverse Change
Parties
Permitted Encumbrances
Purchase Price
Property
Subject Matter
Seller's Warranties
Buyer's Warranties
Transaction
Transfer
Title Documents
Signing Date
Representatives
Related Parties
Working Hours
Recitals
Definitions
Subject Matter of Purchase
Purchase Price
Payment Terms
Deposit
Due Diligence
Conditions Precedent
Representations and Warranties
Covenants
Exclusivity
Confidentiality
Access Rights
Title and Risk
Force Majeure
Termination
Break Fee
Notices
Assignment
Entire Agreement
Amendment
Severability
Costs and Expenses
Governing Law
Dispute Resolution
Further Assurance
Good Faith
Time of Essence
Counterparts
Execution
Real Estate
Manufacturing
Retail
Technology
Agriculture
Mining
Construction
Healthcare
Hospitality
Transportation
Energy
Financial Services
Professional Services
Consumer Goods
Legal
Finance
Procurement
Business Development
Real Estate
Mergers & Acquisitions
Risk Management
Compliance
Operations
Corporate Secretarial
Due Diligence
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Legal Director
Corporate Lawyer
Business Development Manager
Procurement Manager
Real Estate Manager
Mergers & Acquisitions Director
Investment Manager
Contract Manager
Property Manager
Due Diligence Officer
Risk Manager
Compliance Officer
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