The Business Acquisition Contract is a fundamental document in Philippine corporate transactions, used when one entity seeks to acquire another business either through asset purchase or share transfer. This contract type must comply with Philippine legislation, including the Revised Corporation Code, Competition Act, and Foreign Investments Act, particularly regarding ownership restrictions and regulatory approvals. It is essential for mergers and acquisitions in the Philippine market, providing a legally binding framework that covers purchase price, payment mechanisms, warranties, indemnities, and closing conditions. The document typically requires careful review by legal counsel to ensure alignment with Philippine corporate law and regulatory requirements, especially when foreign investors are involved. It serves as the primary agreement governing the transition of ownership and protecting both parties' interests throughout the acquisition process.
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1. Parties: Identification of the buyer and seller, including complete legal names, registration details, and addresses
2. Background: Context of the transaction, brief description of the business being acquired, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets), purchase price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals and third-party consents
6. Pre-Completion Obligations: Obligations of both parties between signing and completion, including business conduct requirements
7. Completion: Details of the completion process, timing, location, and actions required at completion
8. Seller's Warranties and Representations: Warranties about the business, assets, liabilities, and compliance with laws
9. Buyer's Warranties and Representations: Warranties about the buyer's capacity and authority to enter into the transaction
10. Tax Matters: Allocation of tax liabilities and responsibilities, tax indemnities
11. Indemnification: Indemnification obligations, procedures, and limitations
12. Confidentiality: Obligations regarding confidential information and announcements
13. Non-Competition and Non-Solicitation: Restrictions on seller's future competitive activities
14. Governing Law and Dispute Resolution: Choice of Philippine law and dispute resolution mechanisms
15. General Provisions: Standard boilerplate provisions including notices, amendments, and severability
1. Employee Matters: Used when employees are being transferred as part of the acquisition, detailing treatment of employees and benefits
2. Intellectual Property Rights: Required when significant IP assets are involved in the transaction
3. Real Property: Included when real estate assets are a significant part of the transaction
4. Environmental Matters: Necessary for businesses with environmental impacts or risks
5. Foreign Investment Provisions: Required when the buyer is a foreign entity, addressing compliance with Philippine foreign ownership restrictions
6. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
7. Bank Financing: Included when the acquisition is partially financed through bank loans
8. Third Party Consents: Required when significant contracts or licenses require third party approval for transfer
1. Schedule 1 - Business Assets: Detailed list of all assets included in the sale
2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3 - Properties: Details of all real property owned or leased
4. Schedule 4 - Intellectual Property: List of all IP rights including registrations and licenses
5. Schedule 5 - Material Contracts: List and copies of all material contracts being transferred
6. Schedule 6 - Employees: List of employees, positions, and key employment terms
7. Schedule 7 - Permits and Licenses: Details of all governmental permits and licenses
8. Schedule 8 - Disclosure Schedule: Exceptions and qualifications to the warranties
9. Schedule 9 - Completion Deliverables: List of all documents and items to be delivered at completion
10. Appendix A - Form of Transfer Documents: Templates for share transfer forms or asset transfer documentation
11. Appendix B - Corporate Authorizations: Forms of corporate resolutions and authorizations required
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