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Entity Purchase Agreement for Philippines

Entity Purchase Agreement Template for Philippines

A comprehensive legal agreement governed by Philippine law that documents the terms and conditions for the purchase and sale of an entire business entity or company. This agreement addresses crucial elements including purchase price, payment terms, representations and warranties, conditions precedent, and closing requirements, while ensuring compliance with Philippine corporate laws, foreign ownership restrictions (if applicable), and regulatory requirements. The document incorporates specific provisions required under Philippine jurisdiction, including Corporation Code compliance, Securities Regulation Code requirements, and relevant tax considerations.

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Entity Purchase Agreement

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What is a Entity Purchase Agreement?

The Entity Purchase Agreement is a crucial document used in Philippine business acquisitions when one party intends to purchase the ownership of an entire business entity from its current owner(s). This comprehensive agreement is essential for transactions governed by Philippine law and must comply with the Corporation Code of the Philippines, Securities Regulation Code, and other relevant legislation. It typically includes detailed provisions covering purchase price, payment mechanisms, representations and warranties, conditions precedent, closing requirements, and post-closing obligations. The agreement must address specific Philippine regulatory requirements, including foreign ownership restrictions if applicable, tax implications, and necessary governmental approvals. It's particularly important to note that this document must be structured to comply with Philippine corporate law requirements and may need to be submitted to various regulatory bodies including the Securities and Exchange Commission.

What sections should be included in a Entity Purchase Agreement?

1. Parties: Identification of the buyer, seller, and any guarantors or other key parties to the agreement

2. Background: Context of the transaction, including brief description of the target entity and purpose of the agreement

3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules used throughout the agreement

4. Sale and Purchase: Core transaction terms including what is being sold and purchased

5. Purchase Price: Details of the consideration, including amount, payment terms, and any adjustments

6. Conditions Precedent: Conditions that must be satisfied before closing can occur

7. Pre-Closing Covenants: Obligations of the parties between signing and closing, including conduct of business requirements

8. Closing: Mechanics and requirements for completing the transaction

9. Seller's Representations and Warranties: Statements of fact and assurances about the target entity and business

10. Buyer's Representations and Warranties: Statements of fact and assurances from the buyer, including ability to complete the transaction

11. Indemnification: Rights and obligations regarding compensation for losses arising from breaches or specified events

12. Termination: Circumstances under which the agreement can be terminated and the consequences

13. Confidentiality: Obligations regarding non-disclosure of transaction and business information

14. General Provisions: Standard boilerplate clauses including governing law, notices, amendments, etc.

What sections are optional to include in a Entity Purchase Agreement?

1. Employee Matters: Used when there are specific employment arrangements or concerns to be addressed

2. Tax Matters: Include when specific tax arrangements or indemnities are required

3. Regulatory Compliance: Required for regulated industries or when specific regulatory approvals are needed

4. Foreign Investment Provisions: Include when there are foreign investors and Filipino ownership requirements apply

5. Intellectual Property: Required when IP assets are a significant part of the transaction

6. Real Estate Matters: Include when the target entity owns or leases significant real estate assets

7. Environmental Matters: Required for businesses with environmental impacts or liabilities

8. Transition Services: Include when post-closing services are needed from the seller

9. Non-Competition: Used when restrictions on seller's future activities are required

What schedules should be included in a Entity Purchase Agreement?

1. Disclosure Schedule: Exceptions and qualifications to the representations and warranties

2. Corporate Information: Details of target entity's corporate structure, shareholders, and organizational documents

3. Financial Statements: Recent financial statements and management accounts of the target entity

4. Material Contracts: List and copies of significant contracts and agreements

5. Real Property: Details of owned and leased real estate

6. Intellectual Property: List of IP rights, registrations, and licenses

7. Employee Information: List of employees, benefits, and employment agreements

8. Permits and Licenses: List of governmental authorizations and licenses

9. Purchase Price Adjustment Methodology: Detailed procedures for calculating any price adjustments

10. Form of Closing Documents: Ƶ of documents to be delivered at closing

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Philippines

Publisher

Ƶ

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions


















































































Clauses


























































Relevant Industries

Manufacturing

Technology

Real Estate

Financial Services

Retail

Healthcare

Energy

Agriculture

Transportation

Telecommunications

Education

Construction

Mining

Food and Beverage

Professional Services

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Business Development

Executive Leadership

Board of Directors

Due Diligence

Corporate Secretariat

Treasury

Integration

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Managing Director

Finance Director

Legal Counsel

M&A Director

Business Development Manager

Tax Director

Compliance Officer

Corporate Development Manager

Investment Banker

Due Diligence Manager

Integration Manager

Risk Manager

Board Member

Company Director

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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