AI Generated Filipino Kasunduan sa Pagbili ng Ari-arian (Asset Purchase Agreement) - 2026 Updated
Asset Purchase Agreement
1. Parties and Recitals
Identifies the Buyer and Seller, their legal form, principal place of business, and sets out the background facts and purpose of the agreement.
2. Definitions and Interpretation
Provides precise meanings for capitalized terms used throughout the agreement and states the rules for interpreting the contract.
3. Assets to Be Purchased
Enumerates and describes in detail all tangible and intangible assets that are being transferred to the Buyer, including any schedules or annexes.
4. Excluded Assets
Lists all property and rights expressly excluded from the sale and retained by the Seller.
5. Assumed Liabilities
Specifies the obligations and liabilities the Buyer agrees to assume as part of the transaction.
6. Excluded Liabilities
Clarifies all liabilities that will remain the responsibility of the Seller after closing.
7. Purchase Price
States the total consideration for the assets, currency, and any pricing formula or adjustments.
8. Payment Terms
Details the manner, timing, and method of payment, including deposits, installments, or escrow arrangements.
9. Purchase Price Adjustments
Sets out mechanisms for post-closing adjustments based on inventory counts, working capital, or other agreed metrics.
10. Earn-Out Provisions
Defines any contingent payments to the Seller tied to future performance of the acquired assets.
11. Allocation of Purchase Price
Provides for the allocation of consideration among the assets for tax and accounting purposes.
12. Conditions Precedent to Closing
Lists all conditions that must be satisfied or waived before the parties are obligated to close.
13. Closing
Specifies the closing date, place, manner of transfer, and the actions and documents to be exchanged at closing.
14. Deliverables at Closing
Enumerates the instruments, certificates, and other documents each party must deliver at the closing.
15. Representations and Warranties of the Seller
Sets forth the Seller’s statements of fact regarding authority, title to assets, financial statements, taxes, compliance with laws, and other matters.
16. Representations and Warranties of the Buyer
Sets forth the Buyer’s statements of fact regarding authority, financing, and ability to consummate the transaction.
17. Survival of Representations and Warranties
Specifies the period during which the representations and warranties remain enforceable after closing.
18. Covenants of the Seller Before Closing
Obliges the Seller to operate the business in the ordinary course and refrain from certain actions between signing and closing.
19. Covenets of the Buyer Before Closing
Obliges the Buyer to obtain financing, regulatory approvals, and refrain from actions that could impede closing.
20. Post-Closing Covenants
Sets forth obligations of both parties that continue after closing, such as cooperation on tax matters or transition services.
21. Employee Matters
Addresses treatment of employees, transfer or non-transfer of employment, benefits, and compliance with Philippine labor laws.
22. Tax Matters
Allocates responsibility for taxes, provides for tax filings, and governs cooperation on tax audits and rulings.
23. Intellectual Property
Details the transfer, assignment, or licensing of trademarks, patents, copyrights, trade secrets, and related registrations.
24. Real Property
Describes any land or buildings included in the assets and the conveyance documents and warranties required.
25. Environmental Matters
Addresses environmental representations, liabilities, compliance, and indemnification related to the assets or premises.
26. Compliance with Laws and Permits
Requires each party to ensure that all regulatory approvals, licenses, and permits are obtained and remain in force.
27. Non-Competition and Non-Solicitation
Restricts the Seller from competing with or soliciting customers or employees of the acquired business for a specified period.
28. Confidentiality and Public Announcements
Obliges the parties to keep information confidential and regulates public disclosures about the transaction.
29. Indemnification by the Seller
Sets out the Seller’s obligation to indemnify the Buyer for breaches, specified liabilities, and third-party claims.
30. Indemnification by the Buyer
Sets out the Buyer’s obligation to indemnify the Seller for breaches and specified liabilities.
31. Indemnification Procedures
Details the process for making, defending, and resolving indemnification claims.
32. Limitations on Liability
Caps, baskets, and other limitations applicable to indemnification and damages claims.
33. Termination
Specifies the events that allow termination, procedures for termination, and consequences thereof.
34. Effect of Termination
Details the rights and obligations of the parties if the agreement is terminated, including break-up fees or expense reimbursement.
35. Remedies
States the legal and equitable remedies available to the parties, including specific performance and injunctive relief.
36. Force Majeure
Excuses performance for events beyond the control of the parties such as natural disasters, war, or governmental restrictions.
37. Notices
Specifies how formal communications between the parties must be delivered and when they are deemed received.
38. Expenses and Fees
Allocates responsibility for transaction costs, legal fees, taxes, and government charges.
39. Entire Agreement
States that the agreement, including its schedules and annexes, constitutes the whole contract between the parties.
40. Amendment and Waiver
Sets out how the agreement can be modified and the effect of any waivers granted by either party.
41. Governing Law and Venue
Identifies Philippine law as the governing law and designates the courts or arbitral forum for disputes.
42. Dispute Resolution and Arbitration
Provides for mediation or arbitration procedures, choice of arbitral institution, and enforcement of awards.
43. Severability
Ensures that if any provision is declared invalid, the remainder of the agreement remains in effect.
44. Assignment
Regulates the parties’ ability to transfer their rights or obligations under the agreement.
45. Successors and Assigns
Binds permitted successors and assigns to the terms of the agreement.
46. Counterparts
Allows the agreement to be executed in multiple originals or electronic copies, each deemed an original.
47. Language
States that the English version governs and, if translated, the English text prevails in case of conflict.
48. Headings and References
Clarifies that headings are for convenience and do not affect interpretation.
49. Further Assurances
Obligates parties to execute and deliver additional documents needed to effect the purposes of the agreement.
50. Effectivity Date
States when the agreement becomes effective, either on signing or another specified date.
51. Schedules and Annexes
Lists and incorporates by reference all schedules, exhibits, and annexes that form part of the agreement.
52. Signatures
Provides the signature blocks for the duly authorized representatives of the Buyer and Seller, including witnesses or notarization in accordance with Philippine law.
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Your Asset Purchase Agreement will be formatted to professional standards, including headings, clause numbers and structured layout. No further editing is required.
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Compliance with Filipino Law
Rest assured that all generated documents meet the latest legal standards and regulations of the Philippines, enhancing trust and reliability.
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PhilippinesCompliance Legislation
Your AI Generated Asset Purchase Agreement will be checked for compliance against the following legislation and regulations:
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Governs general principles of contracts, including asset purchase agreements, covering formation, validity, obligations, and remedies for breach under Book IV (Obligations and Contracts).
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Regulates corporate transactions, including asset purchases involving corporations, such as board approvals, shareholder rights, and mergers/acquisitions under relevant provisions on corporate powers and transactions.
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Prohibits dummy arrangements in asset purchases involving restricted industries, ensuring compliance with nationality requirements for ownership and control in the Philippines.
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Requires notification and review of mergers and acquisitions, including asset purchases that may substantially lessen competition, by the Philippine Competition Commission.
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Imposes taxes on asset transfers, such as capital gains tax, documentary stamp tax, and value-added tax applicable to asset purchase agreements.
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Regulates foreign participation in asset purchases, listing industries open or restricted to foreign investors via the Foreign Investment Negative List.
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Applies to asset purchases involving securities or publicly listed companies, requiring disclosures and approvals from the Securities and Exchange Commission.
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Mandates compliance in asset purchases involving personal data transfers, requiring data privacy impact assessments and consents where applicable.
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Governs the transfer of intellectual property assets in purchase agreements, including assignments of patents, trademarks, and copyrights.
What is a Asset Purchase Agreement?
A Kasunduan sa Pagbili ng Ari-arian is a formal agreement between a buyer and a seller outlining the terms and conditions of purchasing an asset, whether tangible or intangible, within the jurisdiction of the Philippines. This comprehensive document details the obligations, liabilities, and rights of all parties involved, ensuring a smooth and legally binding transaction. With the complexities of Filipino laws, having a well-crafted asset purchase agreement is essential for protecting interests and ensuring clarity. Our AI-generated service provides a tailored approach, designed to meet your specific needs and comply with the legal standards in the Philippines.
Asset Purchase Agreement FAQs
An Asset Purchase Agreement (APA) is a legal contract used in the Philippines to outline the terms and conditions for the sale and purchase of specific assets from one party (seller) to another (buyer). It is commonly used in business transactions to transfer assets like equipment, inventory, intellectual property, or real estate without transferring the entire company. Under Philippine law, such as the Civil Code and relevant business regulations, the APA ensures clear delineation of assets, liabilities, and obligations to protect both parties.
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