A Purchase Term Sheet is commonly used in the Philippine business environment as a preliminary document to establish the fundamental terms of a purchase transaction before proceeding with detailed legal documentation. It is particularly valuable in complex transactions where parties need to agree on key commercial terms before investing significant time and resources in due diligence and final documentation. The document typically includes essential elements such as party details, purchase price, payment terms, conditions precedent, and timeline, while considering Philippine legal requirements and business practices. Used across various industries, from real estate to corporate acquisitions, the Purchase Term Sheet helps parties align their expectations and provides a clear framework for moving forward with the transaction. While most provisions are non-binding, certain elements like confidentiality and exclusivity are typically binding, reflecting common practice in Philippine commercial transactions.
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1. Parties: Identification of buyer and seller with full legal names and addresses
2. Background: Brief context of the proposed transaction and relationship between the parties
3. Definitions: Key terms used throughout the term sheet
4. Subject Matter: Clear description of assets/goods/services to be purchased
5. Purchase Price: Amount, currency, and payment structure
6. Payment Terms: Timeline and method of payment, including any deposits or installments
7. Timeline: Key dates including signing, closing, and delivery
8. Key Conditions: Essential conditions precedent to closing
9. Binding Effect: Clear statement of which provisions are binding and non-binding
10. Confidentiality: Basic confidentiality obligations regarding the terms and negotiations
11. Exclusivity: Period during which seller cannot negotiate with other parties
12. Governing Law: Specification of Philippine law as governing law
13. Signatures: Execution blocks for authorized representatives of both parties
1. Due Diligence: Include when buyer requires a due diligence period before finalizing the purchase
2. Regulatory Approvals: Include when transaction requires specific regulatory clearances
3. Financing Contingency: Include when purchase is subject to buyer obtaining financing
4. Employee Matters: Include when purchase involves transfer of employees
5. Intellectual Property: Include when purchase includes IP assets
6. Environmental Matters: Include when purchase involves real estate or environmental considerations
7. Tax Structure: Include when transaction has specific tax considerations requiring preliminary agreement
8. Break Fee: Include when parties want to specify fees for breaking off negotiations
9. Foreign Exchange Provisions: Include for cross-border transactions with currency considerations
1. Asset Schedule: Detailed list of assets included in the purchase
2. Price Calculation: Formula or methodology for calculating final purchase price
3. Key Terms Summary: Executive summary of main commercial terms
4. Timeline Schedule: Detailed timeline of key dates and milestones
Relevant legal definitions
Clauses
Parties Identification
Recitals
Definitions
Purchase Description
Price and Payment
Timing and Delivery
Conditions Precedent
Due Diligence
Confidentiality
Exclusivity
Regulatory Compliance
Binding Effect
Break Fee
Costs and Expenses
Notices
Governing Law
Assignment
Force Majeure
Dispute Resolution
Term and Termination
Representations and Warranties
Good Faith
Amendment
Entire Understanding
Counterparts
Further Assurance
Language
Severability
Recitals
Definitions
Purchase Description
Price and Payment
Timing and Delivery
Conditions Precedent
Due Diligence
Confidentiality
Exclusivity
Regulatory Compliance
Binding Effect
Break Fee
Costs and Expenses
Notices
Governing Law
Assignment
Force Majeure
Dispute Resolution
Term and Termination
Representations and Warranties
Good Faith
Amendment
Entire Understanding
Counterparts
Further Assurance
Language
Severability
Relevant Industries
Manufacturing
Real Estate
Technology
Retail
Agriculture
Mining
Construction
Financial Services
Healthcare
Energy
Telecommunications
Transportation
Consumer Goods
Industrial Equipment
Professional Services
Relevant Teams
Legal
Finance
Procurement
Commercial
Business Development
Operations
Mergers & Acquisitions
Risk Management
Compliance
Corporate Secretariat
Investment
Due Diligence
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Commercial Director
Procurement Manager
Business Development Manager
Corporate Lawyer
In-house Counsel
Finance Director
Managing Director
Operations Manager
Investment Manager
Contract Manager
Mergers & Acquisitions Manager
Due Diligence Officer
Risk Manager
Corporate Secretary
Compliance Officer
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