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The Commercial Property Sale Agreement is a crucial legal instrument used in the Philippines for transferring ownership of commercial real estate. This document is essential when businesses or individuals engage in buying or selling commercial properties such as office buildings, retail spaces, industrial facilities, or mixed-use developments. It must comply with various Philippine laws including the Civil Code, Property Registration Decree, and relevant tax regulations. The agreement typically includes comprehensive details about the property, purchase terms, conditions precedent, warranties, and closing requirements. It serves to protect both parties' interests while ensuring the transaction meets all legal requirements for property transfer in the Philippines. The document is particularly important as it creates a legally binding framework for what is often a high-value transaction with significant business implications.

1. Parties: Identifies and provides full details of the Seller and Buyer, including their legal names, addresses, and registration details for corporate entities

2. Background: Provides context for the agreement and brief description of the transaction

3. Definitions: Defines key terms used throughout the agreement

4. Property Description: Detailed description of the commercial property including exact location, boundaries, and title details

5. Purchase Price: States the agreed purchase price and payment terms including deposit requirements

6. Payment Terms: Details the structure and timing of payments, including any installment arrangements

7. Conditions Precedent: Lists conditions that must be satisfied before completion of the sale

8. Seller's Representations and Warranties: Warranties regarding property ownership, absence of encumbrances, and other material facts

9. Buyer's Representations and Warranties: Warranties regarding buyer's capacity to purchase and comply with agreement terms

10. Due Diligence: Provisions regarding buyer's right to inspect and verify property condition and documentation

11. Completion: Details of the closing process, including timing and requirements

12. Tax Obligations: Specifies responsibilities for various taxes including capital gains tax and documentary stamp tax

13. Title Transfer: Process and requirements for transferring property title

14. Default and Remedies: Consequences of breach and available remedies

15. Governing Law: Specifies Philippine law as governing law and relevant jurisdiction

16. Notices: How formal notices between parties should be given

17. Entire Agreement: Standard boilerplate confirming this is the complete agreement between parties