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The Estate Sale Agreement is a specialized contract used in the Philippines when selling property that forms part of an estate, typically following the death of a property owner or during estate liquidation. This document is essential for ensuring proper transfer of property ownership while complying with Philippine inheritance laws, property regulations, and tax requirements. The agreement must address unique considerations such as executor/administrator authority, potential court approvals, and rights of heirs. It includes comprehensive details about the property, purchase terms, due diligence requirements, and closing conditions, all structured within the framework of Philippine law. The Estate Sale Agreement is particularly important as it helps protect all parties' interests while ensuring the transaction meets legal requirements for estate property transfers in the Philippine jurisdiction.

1. Parties: Identification of the Seller (estate representative/executor/administrator) and the Buyer, including their complete legal names, addresses, and capacities to contract

2. Background: Context of the estate sale, including reference to any probate proceedings, court orders, or authority establishing the seller's right to dispose of the property

3. Definitions: Key terms used throughout the agreement, including but not limited to Property, Closing Date, Purchase Price, and Estate-specific terms

4. Property Description: Detailed description of the real estate and any included personal property, with reference to official property titles and cadastral details

5. Purchase Price and Payment Terms: Full purchase price, payment schedule, deposit requirements, and method of payment

6. Due Diligence Period: Timeframe and conditions for buyer's investigation of property condition, title, and other relevant matters

7. Conditions Precedent: Requirements that must be met before closing, including obtaining necessary court approvals or clearances

8. Closing Procedures: Details of the closing process, including document requirements, timing, and responsibilities of each party

9. Representations and Warranties: Statements of fact and guarantees by both parties, particularly regarding authority to sell and property condition

10. Tax Obligations: Allocation of responsibility for various taxes including capital gains tax, documentary stamp tax, and transfer taxes

11. Risk and Insurance: Allocation of risk and responsibility for insurance during the period between signing and closing

12. Default and Remedies: Consequences of breach by either party and available remedies

13. Governing Law and Dispute Resolution: Specification of Philippine law as governing law and method of resolving disputes

14. Notices: Process and addresses for formal communications between parties

15. Execution: Signature blocks and notarization requirements