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Business Deed Of Sale
"I need a Business Deed of Sale for transferring ownership of my small retail furniture store in Manila, including inventory, equipment, and lease assignment, with completion planned for March 15, 2025."
1. Parties: Identifies and provides complete details of the Seller and Buyer, including their legal names, business addresses, and registration numbers
2. Background: Outlines the context of the sale, including brief description of the business and the parties' intention to enter into the sale transaction
3. Definitions: Defines key terms used throughout the deed to ensure clear interpretation
4. Sale and Purchase: Details the core agreement to sell and purchase the business, including the specific assets or shares being transferred
5. Purchase Price: Specifies the total consideration and payment terms, including any adjustments or earn-out provisions
6. Completion: Sets out the completion date, location, and requirements for closing the transaction
7. Seller's Warranties: Contains the Seller's representations and warranties regarding the business, assets, and liabilities
8. Buyer's Warranties: Contains the Buyer's representations and warranties regarding their capacity and authority to enter into the transaction
9. Pre-Completion Obligations: Lists the obligations of both parties between signing and completion
10. Post-Completion Obligations: Specifies actions required after completion, including transfer of assets and business operations
11. Confidentiality: Sets out confidentiality obligations regarding the transaction and business information
12. Governing Law and Jurisdiction: Specifies that Philippine law governs the deed and establishes jurisdiction for dispute resolution
13. Execution: Contains signature blocks and execution formalities compliant with Philippine law
1. Employee Matters: Required when the sale includes transfer of employees, detailing their rights and the parties' obligations
2. Intellectual Property: Needed when the business owns significant IP assets requiring specific transfer provisions
3. Real Property: Required when the sale includes real estate assets
4. Non-Competition: Optional clause restricting the Seller's ability to compete with the business post-sale
5. Tax Indemnities: Detailed tax provisions needed for complex transactions with significant tax implications
6. Third Party Consents: Required when the sale needs specific third-party approvals or consents
7. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
8. Environmental Matters: Required for businesses with environmental compliance obligations or risks
1. Schedule 1: Business Assets: Detailed inventory of all tangible and intangible assets included in the sale
2. Schedule 2: Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3: Contracts and Agreements: List of all business contracts being transferred
4. Schedule 4: Employee Information: Details of employees, their positions, and employment terms
5. Schedule 5: Intellectual Property Rights: Comprehensive list of IP assets including registrations and licenses
6. Schedule 6: Properties: Details of any real property included in the sale
7. Schedule 7: Warranties: Detailed warranties given by the Seller
8. Appendix A: Completion Obligations: Checklist of actions required at completion
9. Appendix B: Form of Transfer Documents: Templates for various transfer documents required at completion
Authors
Retail
Manufacturing
Professional Services
Technology
Hospitality
Construction
Real Estate
Healthcare
Education
Food and Beverage
Transportation
Agriculture
Mining
Financial Services
Tourism
Legal
Finance
Corporate Affairs
Compliance
Tax
Operations
Business Development
Mergers & Acquisitions
Due Diligence
Risk Management
Corporate Secretariat
Chief Executive Officer
Chief Financial Officer
Business Owner
Managing Director
Corporate Lawyer
Legal Counsel
Business Development Manager
Finance Director
Commercial Director
Operations Manager
Company Secretary
Compliance Officer
Tax Manager
Due Diligence Officer
Business Broker
Mergers & Acquisitions Manager
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