DEED OF ABSOLUTE SALE

KNOW ALL MEN BY THESE PRESENTS:

This Deed of Absolute Sale executed this _______, 2019 at _______________,

by and between:

__________________, both of legal age, Filipinos, and residing

respectively in the following addresses, to wit: ______________ and
_______________, hereinafter collectively referred to as the “SELLERS”;

-and-

______________________, a corporation duly organized and existing

under Philippine laws, with business address at
______________________, Philippines, herein represented by its
____________, ____________________, duly authorized for the purpose
as evidenced by the Secretary’s Certificate dated _______________,
attached hereto as Annex “__” and made an integral part hereof,
hereinafter referred to as the “BUYER”

WITNESSETH: That --

WHEREAS, the SELLERS are the absolute and registered owners in fee simple
of a parcel of land located at _____________________, with an area of
____________________________ square meters, more or less, covered by Transfer
Certificate of Title No. _______________, issued by the Registry of Deeds for the
Province of _______________ (hereinafter referred to as the “PROPERTY”), a copy of
which is attached as Annex “_”;

WHEREAS, the SELLERS have offered to sell the PROPERTY and the BUYER
has accepted the offer and has agreed to buy the PROPERTY, subject to the conditions
stated hereunder;

NOW, THEREFORE, for and in consideration of the foregoing premises which

are made essential parts of this Contract, the SELLERS hereby absolutely sell, convey
and transfer all of their rights, title and interests in the PROPERTY to the BUYER, its
assigns and successors-in-interest under the following terms and conditions:

Section 1.PURCHASE PRICE

The purchase price of the PROPERTY is PESOS: __________

(Php___________.00), Philippine currency, receipt of which in full from the BUYER is
hereby acknowledged by the SELLERS.

Section 2.TAXES, FEES and CHARGES

The SELLERS shall pay the capital gains tax which shall be deducted and
withheld by the BUYER from the full balance payment. Payment to the Bureau of
Internal Revenue of the amount deducted and withheld shall be the responsibility of the
BUYER. However, the official receipt evidencing payment of the aforesaid tax obligation
must be made in the names of the SELLERS.
 Real property taxes due for the year _______, documentary stamp tax, transfer
tax, registration fees and notarial fees shall be for the account of the BUYER. In
connection therewith, all original ownership documents and any other documents
necessary to effect such transfer of ownership of the PROPERTY in favor of the
BUYER, such as the original Owner’s Copy of the Transfer Certificate of Title covering
the Property, latest tax declaration and tax clearance, official receipts evidencing
payment of real property taxes, shall be given, delivered and/or surrendered by the
SELLERS to the BUYER immediately upon signing of this Deed. Any broker’s
commission owing to anybody by reason of the transaction covered by this Contract
shall be for the account of the SELLERS.

Section 3.REPRESENTATIONS and WARRANTIES

A. For the SELLERS:

(i) The SELLERS are the true, lawful and registered owners of the
PROPERTY;
(ii) The SELLERS have the legal capacity, right and authority to sell and
convey the PROPERTY to the BUYER in fee simple, to enter into this Deed and
to perform the terms and conditions embodied herein;
(iii) The SELLERS warrant to have duly informed all the adjoining property
owners of their intention to sell the PROPERTY but that the said adjoining
property owners have expressed their unwillingness to purchase the same; and
that the SELLERS guarantee that they have absolute right to sell the
PROPERTY to the herein BUYER without any impediment whatsoever;
(iv) The SELLERS further warrant that there are no liens and encumbrances
of any nature over the PROPERTY nor are there any adverse claims,
easements, agreements, contracts, options or any arrangements granting any
person the right to acquire ownership of or to use or occupy the same and that
the PROPERTY is, and shall continue to be, not subject to any claim, set-off or
defense which will prevent the BUYER from obtaining full and absolute
ownership and possession of the Property or from using it;
(v) There is no suit or proceeding pending, imminent or threatened in any
court or administrative body involving the PROPERTY and the BUYER shall
enjoy peaceful, quiet and continuous possession thereof. Should a suit or
proceeding involving the PROPERTY be thereafter discovered or commenced
after the execution of this Deed, including but not limited to the settlement of the
estates of the ___________________________________, the SELLERS
undertake to assume all of the same until its full resolution. In case the BUYER is
subsequently divested of its right to enjoy, possess and occupy the PROPERTY
by reason of any suit or proceeding discovered or commenced after the
execution of this Deed, the SELLERS shall be jointly and severally liable to pay
to the BUYER the amount of _________, together with interest at ____ per
annum until the SELLERS have fully paid the same;
(vi) The SELLERS hereby expressly make a warranty or representation
whatsoever with respect to the area of the PROPERTY. In case a resurvey of the
PROPERTY is conducted at the area of the PROPERTY, and as a result of
which, there shall be found a corresponding adjustment in the stipulated selling
price, the SELLERS shall reimburse to the BUYER the amount representing the
difference in the area after the resurvey. Moreover, the SELLERS shall be
responsible, at their own expense, for causing the necessary amendment in the
title to the PROPERTY and in other related documents wherein such amendment
is required;

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 (vii) There are no squatters, illegal occupants or illegal settlers in the
PROPERTY. Should there be squatters, illegal occupants or illegal settlers, the
SELLERS shall be responsible for their disturbance compensation and/or
relocation;
(viii) The PROPERTY has been declared for real property tax purposes and all
real estate taxes on the PROPERTY have been paid and will be paid by the
SELLERS;
(ix) The tax declaration, transfer certificate of title, official receipts evidencing
payments of the real estate taxes, and other documents relating to the
PROPERTY are all authentic;
(x) Without prejudice to whatever legal action/s the BUYER deems
appropriate and necessary to institute to enforce its rights against the SELLERS,
upon failure of the SELLERS to abide by any or all of the foregoing covenants
contained herein or in the event that the SELLERS are unable to transfer the title
to the name of the BUYER for any reason whatsoever, the SELLERS expressly
agree to reimburse and return to the BUYER any and all amount already paid by
the latter in connection with this Deed plus ten percent (10%) legal interest from
the time the amount was paid by the BUYER until the same is returned in full by
the SELLERS, without need for any further notice or demand. The agreement
between the parties herein as contained in this Deed shall thereafter be
rescinded and rendered without any force and effect.

B. For the BUYER:

(i) The BUYER is duly organized and validly existing and in good standing
under the laws of the Republic of the Philippines and possesses the requisite
corporate capacity, power and authority to enter into this Deed;
(ii) The BUYER has the legal right and full power and authority to execute,
deliver and perform its obligations under this Deed, which when executed will
constitute legal, valid and binding obligations of the BUYER, enforceable in
accordance with its terms.

Section 4.SEVERABILITY

If any term or provision of this Deed shall be held to be illegal or unenforceable,

in whole or in part, under any enactment or rule of law, such term or provision or part
shall to that extent be deemed not to form part of this Deed but the validity and
enforceability of the remainder of this Deed shall not be affected.

Section 5.BINDING EFFECT

This Deed shall be binding on the parties hereto, their assigns and successors-
in-interest.

Section 6.ENTIRE AGREEMENT

This Deed represents the entire agreement of the parties and supersedes all
previous oral or written communications, representations or agreements between the
parties hereto with respect to the subject matter hereof.

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Section 7. VENUE

The parties hereto expressly agree that any and all legal actions that may arise
out of this transaction, including but not limited to the provisions of the Deed of Absolute
Sale and all other documents executed and may hereafter be executed by the parties
hereto, shall only be instituted before the proper court in __________________,
Philippines.

IN WITNESS WHEREOF, the parties hereto have affixed their signatures at the
place and on the date above-written.

______________________ ______________________
Seller Buyer
By:

______________________ ______________________
Seller

SIGNED IN THE PRESENCE OF:

_________________________ ______________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

CITY OF ________________ ) S.S.

BEFORE ME, a Notary Public, for and in _________________ this __ day of

_______________, 20__, personally appeared the following:

NAMES COMPETENT EVIDENCE OF IDENTITY DATE/PLACE ISSUED

all known to me and to me known to be the same persons who executed the
foregoing Deed of Absolute Sale and they acknowledged to me that the same is their
free and voluntary act and deed and that of the corporation represented herein.

This Deed of Absolute Sale of a property located at ____________ consists of

___ (_) pages including the page on which this Acknowledgment is written and has
been signed by the parties and their witness on each and every page hereof.

WITNESS MY HAND AND SEAL on the date and place stated above.

Doc. No. _____;

Page No. _____;
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Book No. _____;
Series of 20__.

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