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DEED OF ABSOLUTE SALE

WITH ASSUMPTION OF MORTGAGE

KNOW ALL MEN BY THESE PRESENTS:


This Deed of Absolute Sale (the Deed) is made and entered
into this ___ day of ________________ at ____________ City, by and
between:
________________________________, a corporation
duly organized and existing under Philippine
laws,
with
office
address
at
___________________________, represented in this
act
by
its
President
________________,
(SELLER);
- and ________________, Filipino, of legal, married, with
address at ________________________________,
(BUYER).
WITNESSETH: ThatWHEREAS, the SELLER is the true and lawful registered owner of
a
parcel
of
land
with
an
area
of
______________________________________________ (________ s.q.m), more or
less, including all improvements found thereon, located along
________________________________ and covered by Transfer Certificate of
Title No. ________________ issued by the Register of Deeds of
________________ and more particularly described in the copy of the TCT
attached as Annex A (the Property);
WHEREAS, the Property is currently mortgaged by the SELLER
to the ________________________________ (Bank) in the amount of
(insert amount) (P ________________).
WHEREAS, ________________ is authorized by the Board of
Directors of the SELLER to enter into this act as evidenced by the
attached Corporate Secretary Certificate (Annex B).
WHEREAS, the SELLER has offered to sell the Property to the
BUYER and the BUYER is willing to buy the same, subject to the
conditions herein contained;
NOW THEREFORE, for and in consideration of the premises and
the covenants herein contained, the SELLER does hereby sell, cede,
assign, transfer, convey and deliver, unto the BUYER, its nominee,

successors and assigns, in a manner absolute and forever, free and


clear of and from any and all liens and encumbrances of whatever kind
or nature, except those annotated thereon, if any, by operation of law,
under the following terms:
1.
The Property is sold for and in consideration of the sum of
________________ (P ________________) payable to the SELLER as follows:
1.1. The BUYER shall deliver to the SELLER the amount of
________________ (________________) representing an advance
of the purchase price of the Property on ________________.
1.2. The BUYER agrees to pay and deliver to the SELLER
the partial payment of ____________________, upon signing
and execution of this Contract.
1.3. The BUYER will retain ________________________________
(________________) from the total purchase price of
________________, to be paid to SELLER only after it vacates
the property and turns over possession thereof to BUYER.
2.
SELLER acknowledges that this instrument serves as the
authority for the Register of Deeds of ________________to register and
transfer the title of the Property in the BUYERs name.
3.
The
BUYER that:

SELLER

hereby represents and warrants to the

(a)

The SELLER is the lawful and registered owner of the


Property;

(b)

The SELLER has the full power, capacity


authority to enter into and perform this Deed,
has taken all necessary action to authorize
execution and delivery of this Deed and
performance of the terms and conditions hereof;

(c)

This Deed constitutes the legal, valid and binding


obligations of the SELLER, enforceable in accordance
with its terms; and

(d)

The SELLER shall execute and deliver to the BUYER


all such documents and perform all such acts and
deeds as may be necessary or desirable for the
purpose of carrying out the objectives of this Deed.

(e)

The SELLER shall execute and deliver to the BUYER


all such documents and perform all such acts and
deeds as may be necessary or desirable for the
purpose of carrying out the objectives of this Deed.

(f)

The SELLER shall undertake to vacate the subject


property and deliver possession thereof to the BUYER
within ________________ from receipt of the partial
payment stated under paragraph 1.2. Should the

and
and
the
the

SELLER fail to comply with the aforementioned


undertaking, it shall pay the BUYER penalty in the
amount of ________________ (________________) for each
month of delay. Further, the said accumulated
penalty shall be deducted from the balance of the
purchase price stated under paragraph 1.3.
(g)

The SELLER shall undertake to execute and sign


whatever instrument may be required by the Bank
and other relevant Government Agencies as regards
the release and of the mortgage and the transfer of
tile to the BUYER.

(h)

Should the SELLER withdraw from this agreement


after the receipt of partial payment stated in
paragraph 1.2, the SELLER shall reimburse to the
BUYER all payments made, plus ________________
(_____%) interest per month from the date of receipt
under the said amount has been fully reimbursed by
the SELLER.

4.
BUYER shall have the right to take possession of the
Property upon execution of this Deed.
4.1. The BUYER agrees and bind itself to assume the
payment of the SELLERs outstanding mortgage balance directly
with
the
Bank
in
the
amount
of
_____________________________________________ and perform such
other acts as the Bank may require in order to cause the
cancellation of the Real Estate Mortgage over the Property.
4.2. The amount to be paid by the BUYER to the Bank
shall be credited as part of the purchase price of the Property.
5.
The SELLER shall pay the capital gains tax as regards to
the sale of the Property.
6.
The Buyer shall pay for the transfer tax, registration fees,
documentary stamp tax, and the brokers commission as regards to the
sale of the Property.
7.
Any failure or delay of either party to insist, once or in
several instances, on the strict performance by the other party of any
stipulation or condition of this Deed or to exercise any right or option
herein shall not be construed as abandonment, withdrawal, waiver or
cancellation of such stipulation, condition, right or option.
8.
The written consent of the parties hereto shall be required
for any amendment or waiver of the terms and conditions of this Deed.
9.
This Deed shall be governed by and construed in
accordance with the laws of the Republic of the Philippines.
10. Should one or more of the provisions of this Deed be
declared null and void, inefficacious or ineffectual for any reason

whatsoever, the other provisions shall remain in full force and effect
notwithstanding such defect or flaw, provided the rights of the parties
are not adversely affected thereby.
11. Each of the parties irrevocably consents to the exclusive
jurisdiction of the competent courts of ________________with respect to
any action or proceeding relating to this Deed.
12. This Deed constitutes the entire agreement between the
parties in respect of the matters contained herein.
All prior
agreements, understandings and commitments, formal or informal,
oral or written, shall be superseded and cancelled by the execution of
this Deed.
13. All the terms, covenants, conditions and provisions of this
Deed shall be binding and enforceable upon the parties, their
successors-in-interest and assigns.
IN WITNESS WHEREOF, the parties have hereunto signed this
Deed on the date specified above.

__________________________

__________________________

Seller

Buyer

By:
_________________________

SIGNED IN THE PRESENCE OF:


_______________________________

_____________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)


) S.S.

BEFORE ME, a Notary Public for and in the City of ____________,


this ______ day of _________________, personally appeared the following
persons exhibiting to me their respective Community Tax Certificate
Nos., to wit:

Name

CTC No.

Place/Date Issued

all known to me and to me known to be the same persons who


executed the foregoing instrument and acknowledged to me that the
same is their free act and deed as well as of the corporations herein
represented.

This instrument refers to a Deed of Absolute


No. ________________ of the Register of Deeds
consisting of ___ (___) pages, including this
acknowledgment is written, signed by the
instrumental witnesses.

Sale covered by TCT


of ________________,
page wherein this
parties and their

WITNESS MY HAND AND NOTARIAL SEAL.

NOTARY PUBLIC

Doc. No.
Page No.
Book No.
Series of ___________.