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Company Sale And Purchase Agreement
"I need a Company Sale and Purchase Agreement under Philippine law for the acquisition of a medium-sized manufacturing company, where the buyer is a foreign corporation requiring specific foreign investment compliance provisions and the deal includes substantial real estate assets."
1. Parties: Identification of the seller(s) and buyer(s), including complete legal names and addresses
2. Background: Context of the transaction, including brief description of the company being sold and transaction rationale
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including what is being sold and purchased
5. Purchase Price: Detailed description of the consideration, including amount, payment method, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including conduct of business requirements
8. Completion: Mechanics of completion, including timing, location, and actions to be taken
9. Warranties: Seller's warranties regarding the company, its business, and assets
10. Limitations on Liability: Limitations on warranty claims and general liability of the parties
11. Tax Matters: Tax-related provisions, including tax warranties, indemnities, and conduct of tax affairs
12. Confidentiality: Obligations regarding confidential information and announcements
13. Further Assurance: Obligations to take further actions necessary to give effect to the agreement
14. Notices: Process and requirements for giving notices under the agreement
15. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and entire agreement
16. Governing Law and Dispute Resolution: Specification of Philippine law as governing law and dispute resolution mechanisms
1. Non-Competition: Restrictions on seller's future competitive activities - include when seller could compete with the business
2. Employee Matters: Specific provisions regarding transfer of employees - include when there are significant employment considerations
3. Intellectual Property: Specific provisions regarding IP transfer and protection - include when IP is a material asset
4. Real Property: Specific provisions regarding real estate - include when company owns significant real estate
5. Bank Financing: Provisions relating to external financing - include when purchase is bank financed
6. Earn-out Provisions: Structure for additional future payments - include when part of purchase price is performance-based
7. Environmental Matters: Environmental warranties and indemnities - include for manufacturing or industrial businesses
8. Transitional Services: Post-completion services provided by seller - include when business continuity requires seller support
1. Company Information: Detailed information about the target company including corporate documents
2. Properties: List and details of all real estate owned or leased by the company
3. Material Contracts: List and copies of all material contracts
4. Intellectual Property: Details of all IP owned or licensed by the company
5. Employees: List of employees and their key employment terms
6. Financial Statements: Recent financial statements and management accounts
7. Completion Requirements: Detailed list of documents required at completion
8. Warranties: Detailed warranties given by the seller
9. Disclosed Matters: Disclosures against the warranties
10. Permitted Leakage: List of permitted value extractions in locked box deals
11. Bank Accounts: Details of all company bank accounts and signatories
12. Required Consents: List of third-party consents required for the transaction
Authors
Manufacturing
Technology
Real Estate
Financial Services
Retail
Healthcare
Energy
Mining
Transportation
Agriculture
Education
Construction
Telecommunications
Professional Services
Hospitality
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Risk & Compliance
Due Diligence
Corporate Secretarial
Treasury
Tax
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Managing Director
Finance Director
Business Development Manager
Investment Banker
M&A Director
Company Secretary
Due Diligence Manager
Transaction Manager
Corporate Development Director
Risk Manager
Compliance Officer
Board Director
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