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Business Acquisition Contract
"I need a Business Acquisition Contract under Philippine law for the purchase of 100% shares in a local manufacturing company, with completion scheduled for March 15, 2025, including standard warranties and an earn-out mechanism based on the first year's EBITDA."
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
Authors
Manufacturing
Retail
Technology
Real Estate
Financial Services
Healthcare
Energy
Telecommunications
Mining
Agriculture
Construction
Transportation and Logistics
Hospitality
Education
Professional Services
Media and Entertainment
Legal
Finance
Mergers & Acquisitions
Corporate Development
Executive Leadership
Risk & Compliance
Tax
Human Resources
Operations
Strategy
Business Development
Due Diligence
Integration
Corporate Secretarial
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Secretary
Managing Director
Finance Director
Legal Counsel
M&A Director
Business Development Manager
Investment Manager
Due Diligence Manager
Integration Manager
Risk Manager
Compliance Officer
Tax Director
Human Resources Director
Operations Director
Strategy Director
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