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LOI Purchase Agreement for Philippines

LOI Purchase Agreement Template for Philippines

A Letter of Intent Purchase Agreement under Philippine law is a preliminary but formal document that outlines the proposed terms and conditions for a purchase transaction. It serves as a framework for negotiations and typically includes key commercial terms such as purchase price, payment terms, due diligence requirements, and exclusivity provisions. While generally non-binding except for specific provisions like confidentiality and exclusivity, it demonstrates serious intent to proceed with the transaction and provides a roadmap for the final purchase agreement. The document must comply with Philippine civil and commercial law requirements while incorporating international business practices.

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What is a LOI Purchase Agreement?

The LOI Purchase Agreement is a crucial preliminary document used in Philippine business transactions when parties are contemplating a significant purchase of assets or business interests. It serves as a stepping stone between initial discussions and the final purchase agreement, documenting the parties' serious intention to proceed with the transaction while allowing flexibility for further negotiation. Typically used in corporate acquisitions, major asset purchases, or business combinations, the LOI Purchase Agreement sets out key commercial terms, due diligence requirements, and any binding obligations such as confidentiality and exclusivity. While governed by Philippine law, particularly the Civil Code and relevant commercial regulations, the document often incorporates international business practices to facilitate cross-border transactions. It provides a structured framework for negotiations while protecting both parties' interests during the pre-contractual phase.

What sections should be included in a LOI Purchase Agreement?

1. Parties: Identification of the buyer and seller with complete legal names and addresses

2. Background: Brief context of the transaction and relationship between the parties

3. Definitions: Key terms used throughout the LOI that require specific definition

4. Subject Matter of Purchase: Clear identification of the assets or business to be purchased

5. Purchase Price: Proposed purchase price and payment terms

6. Due Diligence: Framework for the buyer's investigation of the target assets/business

7. Timeline: Key dates and deadlines for the transaction

8. Exclusivity: Period during which the seller cannot negotiate with other potential buyers

9. Confidentiality: Obligations regarding the protection of confidential information exchanged

10. Binding Effect: Clear statement of which provisions are binding and non-binding

11. Governing Law: Specification of Philippine law as the governing law

12. Execution: Signature blocks and execution formalities

What sections are optional to include in a LOI Purchase Agreement?

1. Break Fee: Used when parties want to specify compensation if either party terminates negotiations

2. Financing Contingency: Include when the buyer's ability to complete the purchase depends on obtaining financing

3. Regulatory Approvals: Required when the transaction may need government or regulatory clearances

4. Employee Matters: Relevant for business purchases involving transfer of employees

5. Real Estate Matters: Include when the purchase involves real property assets

6. Intellectual Property: Necessary when the purchase includes significant IP assets

7. Environmental Matters: Include for purchases involving industrial assets or potential environmental liabilities

What schedules should be included in a LOI Purchase Agreement?

1. Schedule A - Assets Description: Detailed description of the assets or business to be purchased

2. Schedule B - Purchase Price Calculation: Framework for determining the final purchase price, including adjustments

3. Schedule C - Due Diligence Requirements: List of documents and information required for due diligence

4. Schedule D - Key Terms for Definitive Agreement: Outline of essential terms to be included in the final purchase agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Philippines

Publisher

Genie AI

Document Type

Buy-Sell Agreement

Cost

Free to use
Relevant legal definitions


























Clauses






























Relevant Industries

Manufacturing

Real Estate

Retail

Technology

Healthcare

Energy

Mining

Agriculture

Financial Services

Transportation

Telecommunications

Construction

Hospitality

Education

Professional Services

Relevant Teams

Legal

Finance

Mergers & Acquisitions

Corporate Development

Business Development

Risk Management

Compliance

Operations

Strategy

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Managing Director

Corporate Lawyer

Business Development Manager

Investment Manager

Mergers & Acquisitions Director

Commercial Director

Finance Director

Legal Counsel

Corporate Secretary

Business Owner

Property Manager

Operations Director

Risk Manager

Compliance Officer

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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