The Acquisition Purchase Agreement is a crucial legal document used in Philippine business acquisitions to formalize the purchase and sale of a company or its assets. It serves as the primary transaction document that outlines all material terms, conditions, and obligations of the parties involved. This agreement must comply with Philippine laws, including the Revised Corporation Code, Securities Regulation Code, and relevant tax regulations. It typically includes detailed provisions on purchase price mechanics, representations and warranties, conditions precedent, and post-closing covenants. The document is particularly important in the Philippine context as it must address specific local requirements such as foreign ownership restrictions, mandatory government approvals, and local corporate governance rules. It provides legal protection for both buyers and sellers while ensuring the transaction meets all regulatory requirements.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership聽of your docs
1. Parties: Identifies and provides full legal details of the buyer and seller
2. Background: Contextual information about the transaction and the business being acquired
3. Definitions: Defines key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including assets/shares being sold and purchase price
5. Purchase Price and Payment: Detailed breakdown of consideration and payment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before completion
7. Pre-Completion Obligations: Parties' obligations between signing and completion
8. Completion: Process and requirements for closing the transaction
9. Seller's Warranties: Representations and warranties about the business, assets, and liabilities
10. Buyer's Warranties: Representations and warranties from the buyer
11. Limitations on Liability: Caps, thresholds, and time limits on warranty claims
12. Tax Matters: Tax-related provisions and allocations of responsibility
13. Confidentiality: Obligations regarding confidential information
14. Announcements: Protocol for public statements about the transaction
15. Governing Law and Jurisdiction: Specification of Philippine law and jurisdiction
16. General Provisions: Standard boilerplate clauses including notices, amendments, etc.
1. Earn-out Provisions: Include when part of purchase price is contingent on future performance
2. Seller Financing: Include when seller is providing financing for part of purchase price
3. Employee Matters: Include when specific employee arrangements or protections are needed
4. Intellectual Property: Include when IP assets are material to the transaction
5. Real Estate: Include when real property is material to the transaction
6. Environmental Matters: Include for businesses with environmental risks or compliance requirements
7. Competition/Antitrust: Include when transaction requires competition authority approval
8. Foreign Investment Provisions: Include when foreign ownership restrictions apply
9. Transitional Services: Include when post-completion services are needed from seller
1. Schedule 1 - Particulars of the Company: Details of the target company including corporate information
2. Schedule 2 - Properties: List and details of real estate owned or leased
3. Schedule 3 - Intellectual Property: Schedule of IP rights and registrations
4. Schedule 4 - Material Contracts: List of important business contracts
5. Schedule 5 - Employees: Details of employees and their terms of employment
6. Schedule 6 - Financial Statements: Recent financial statements and management accounts
7. Schedule 7 - Completion Deliverables: List of documents required at completion
8. Schedule 8 - Warranties: Detailed warranties given by the seller
9. Schedule 9 - Tax Covenant: Detailed tax indemnity provisions
10. Appendix A - Form of Resignation Letters: Template resignation letters for outgoing directors
11. Appendix B - Form of Board Resolutions: Template board resolutions for completion
12. Appendix C - Disclosure Letter: Seller's disclosures against the warranties
Find the exact document you need
Property Purchase Letter Of Intent
A preliminary document used in Philippine real estate transactions to express formal interest in purchasing property and outline basic terms of the proposed transaction.
Download
Real Estate Purchase Letter Of Intent
A preliminary document under Philippine law expressing intent to purchase real estate and outlining key terms for negotiation.
Download
Non Disclosure Agreement Business Acquisition
Philippine-law governed NDA for protecting confidential information during business acquisition processes and due diligence.
Download
Merger And Acquisition Agreement
A Philippine law-governed agreement that sets out the terms and conditions for a corporate merger or acquisition transaction, ensuring compliance with local regulatory requirements.
Download
Letter Of Intent Share Purchase
A preliminary document under Philippine law outlining proposed terms for a share purchase transaction, serving as a framework for negotiation and due diligence.
Download
Land Acquisition Agreement
A Philippine law-governed agreement for the transfer of land ownership, detailing terms, conditions, and compliance requirements for property acquisition.
Download
Intent To Purchase Business Agreement
A Philippine law-governed preliminary agreement expressing the intention to purchase a business, outlining key terms and conditions for negotiation and due diligence.
Download
Confidentiality Agreement Mergers And Acquisitions
A Philippine law-governed confidentiality agreement for M&A transactions, protecting sensitive information during deal negotiations and due diligence.
Download
Company Acquisition Contract
A legally binding agreement under Philippine law governing the sale and purchase of a company, including all essential terms and conditions for the acquisition transaction.
Download
Company Acquisition Agreement
A legally binding agreement under Philippine law governing the sale and purchase of a company, detailing all terms, conditions, and obligations of the transaction.
Download
Commercial Purchase Letter Of Intent
A preliminary non-binding document under Philippine law outlining proposed terms for a commercial purchase transaction between parties.
Download
Buyout Term Sheet
A preliminary document under Philippine law outlining key terms and conditions for a proposed business acquisition or buyout transaction.
Download
Business Acquisition Contract
A Philippine law-governed contract facilitating the purchase and sale of a business entity or its assets, outlining all terms, conditions, and regulatory compliance requirements.
Download
Business Acquisition Agreement
A Philippine law-governed agreement documenting the terms and conditions for the acquisition of a business entity or its assets, including purchase terms, warranties, and closing conditions.
Download
Asset Purchase Term Sheet
A preliminary agreement under Philippine law outlining key terms and conditions for a proposed asset purchase transaction, serving as a basis for negotiating the final agreement.
Download
Asset Purchase Letter Of Intent
A preliminary document under Philippine law outlining proposed terms and conditions for an asset purchase transaction, serving as a framework for negotiations and due diligence.
Download
Asset Acquisition Agreement
A Philippine law-governed agreement for the transfer of assets between parties, detailing terms, conditions, and regulatory compliance requirements.
Download
Acquisition Term Sheet
A preliminary agreement outlining key terms and conditions for a proposed acquisition transaction under Philippine law.
Download
Acquisition Purchase Agreement
A Philippine law-governed agreement detailing the terms and conditions for the purchase and sale of a business or its assets.
Download
Acquisition Non Compete Agreement
A Philippine law-governed agreement that combines business acquisition terms with non-compete provisions to protect the buyer's interests during and after an acquisition transaction.
Download
Stock Purchase Letter Of Intent
A preliminary document outlining proposed terms for share purchase in the Philippines, setting framework for negotiation while complying with local corporate laws.
Download
Stock Purchase Agreement Private Company
A Philippine law-governed agreement for the sale and purchase of shares in a private company, detailing terms, conditions, and regulatory compliance requirements.
Download
Simple Merger Agreement
A foundational legal document under Philippine law that outlines the terms and conditions for combining two companies into a single entity through a merger.
Download
Acquisition Letter Of Intent
A preliminary document under Philippine law outlining proposed terms and conditions for a potential business acquisition, serving as a framework for negotiations while maintaining specific binding provisions.
Download
Share Acquisition Agreement
A legally binding agreement for the sale and purchase of company shares under Philippine law, detailing transaction terms and regulatory compliance requirements.
Download
Letter Of Intent To Purchase Business
A preliminary document outlining proposed terms for business acquisition in the Philippines, serving as a framework for negotiation and due diligence.
Download
骋别苍颈别鈥檚 Security Promise
Genie is the safest place to draft. Here鈥檚 how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; 骋别苍颈别鈥檚 AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)