MEMORANDUM OF AGREEMENT

MADE: This 07th day of _______ 2023 in Taguig City.

PARTIES:

SELLER: __________________, of legal age, single, Filipino, with address at No. 34 Sto.
Niño, Zone 4, South Signal Village, Taguig City, represented herein by his
Attorney-in-Fact, ______________________.

A copy of the Special Power of Attorney is attached hereto and is made an integral
part hereof as Annex “A”.
BUYER: _______________ a corporation organized and existing under the laws of the
Philippines, with office address at 16th Floor, Sagittarius Condo, H.V. Dela Costa
Street, Salcedo Village, Makati City, represented herein by its President,
_______________

A copy of the Secretary’s Certificate is attached hereto is made an integral part

hereof as Annex “B”.

SELLER and BUYER are collectively referred to as the “PARTIES”.

RECITALS:

A. SELLER is the registered owner of the parcel of land, with improvements, designated as
Lot 13-A, Plan No. PSD-00-085171, Portion of ________________________, covered by
Transfer Certificate of Title (TCT) No. _____________________, issued by the Registry
of Deeds for Taguig City, which is more particularly described as follows:

“LOT NO: 13-A, PLAN NO: PSD-00-085171, PORTION OF: Lot 13, Block
229, PSD-13-002057; LOCATION: BRGY. SIGNAL VILLAGE, TAGUIG
CITY, METRO MANILA, ISLAND OF LUZON.

BOUNDARIES:

LINE DIRECTION ADJOINING

LOT(S)

1-2, 6-1 SW LOT 13-B, PSD-

00-085171

2-3 NW LOT 8, BLOCK

229, PSD-00-
002057

3-4-5 NE ROAD LOT 313,

PSD-00-002057

Page 1 of 9
Memorandum of Agreement
 5-6 SE LOT 9, BLOCK
229, PSD-00-
002057

TIE POINT: BLLM NO. 1, MCADM 590-D, MUNICIPALITY OF TAGUIG,

PROVINCE OF RIZAL

LINE BEARING DISTANCE

TO CORNER 1 S. 38° 58’W 2915.70 M.

1-2 N. 73° 03’W 1.10 M.

2-3 N. 14° 34’E 10.58 M.

3-4 S. 73° 20’E 1.17 M.

4-5 S. 73° 20’E 7.41 M.

5-6 S. 15° 19’W 10.61 M.

6-1 N. 73° 03’W 7.34 M.

AREA: NINETY SQUARE METERS (90), MORE OR LESS

DESCRIPTION OF CORNERS: ALL POINTS REFERRED TO ARE

INDICATED ON PLAN AND MARKED ON THE GROUND BY: PS CYL.
CONC. MONS. 15X40 CM. AND THE REST BY OLD PS. CYL. CONC.
MONS. 15X60 CM.

BEARINGS: TRUE

DATE OF ORIGINAL SURVEY: NOVEMBER - DECEMBER 1909

DATE OF SUBD/CONS SURVEY: MAY 25, 2013

DATE OF APPROVED SURVEY: JUNE 18, 2013

GEODETIC ENGINEER: MARIANO V. FLOTILDES”

(The parcel of land and the improvement that stands on it shall be collectively
referred to as the “SUBJECT PROPERTY”.)

B. SELLER has thus offered to sell the Subject Property, free from all liens, encumbrances,
annotations, claims, liabilities, and occupants to the BUYER;

C. BUYER, relying on the representations and warranties of the SELLER, has agreed to buy
the Subject Property and acquire any and all rights, interest, and title arising therefrom and

Page 2 of 9
Memorandum of Agreement
 over the same, free from all liens, encumbrances, annotations, claims, liabilities, and
occupants, subject to terms and conditions set forth in this Memorandum of Agreement
(“Agreement”)

IT IS AGREED:

I. SALE AND PURCHASE PRICE

For and in consideration of the total sum of _________________ PESOS (PHP3,900,000.00)

(“Purchase Price”), SELLER hereby absolutely and unconditionally sells, cedes, transfers, and
conveys in a manner that is absolute the Subject Property to BUYER, free from all liens,
encumbrances, annotations, claims, liabilities, and occupants.

BUYER shall pay the Purchase Price upon fulfillment of the Closing Conditions, execution of the
Deed of Absolute Sale, and turnover of the original Transfer Certificate of Title and other required
documents.

Payment shall be by way of Manager’s Check or Personal Check in the name of “LEO ANGELO
R. CARLOS”.

II. CLOSING CONDITIONS

2.1 The following are the Closing Conditions that must concurrently occur before the sale is
fully consummated and the purchase price fully paid:

2.1.1 SELLER shall submit to BUYER the foregoing documents and/or information in
relation to the Subject Property and the SELLER:

(a) Original Owner's Duplicate copies of Transfer Certificate of Title in relation

to the Subject Property, free and clear of any liens, annotations, lis pendens,
claims, and encumbrances;
(b) Certified true copy of the corresponding Transfer Certificate of Title over
the Subject Property, free and clear of all liens and encumbrances, except as
otherwise disclosed in writing to and waived in writing by the BUYER,
procured from the appropriate Register of Deeds not more than Thirty (30)
calendar days from date of execution of this Agreement;
(c) Certified true copy of the updated and accurate Tax Declaration over the
Subject Property, for both the lot and any improvement;
(d) Certified True copy of the Tax Clearances showing proof of updated Real
Estate Tax Payments up to the month of execution of this Agreement;
(e) Copies of Real Estate Tax Receipts for 2021 and 2022;
(f) Faithful reproduction or clear photocopies of the Valid I.D.s of the SELLER
and the Attorney-in-Fact, with specimen signature;
(g) TIN No., and BIR RDO information of the Seller;
(h) Special Power of Attorney dule acknowledged and authenticated; and
(i) Such other documents as may be required by the BUYER, the Bureau of
Internal Revenue, the Local Government, and the Register of Deeds.

2.1.2 SELLER shall execute and submit to BUYER the foregoing documents in relation to
the Subject Property and the SELLER, and in such form as may be prescribed by the
BUYER:

(a) Registrable Deed of Absolute Sale;

Page 3 of 9
Memorandum of Agreement
 (b) Acknowledgment Receipt;
(c) Affidavit of Non-Tenancy (if applicable) with confirmation that the
Subject Property are Capital Assets of the SELLERS, and the sale thereof are
not subject to Value-Added Tax;
(d) Omnibus Special Power of Attorney in favor of the Buyer and authorized
representative;
(e) Authority to Process; and

2.1.3 If applicable, SELLER shall cause the cancellation of all annotations, and cause the
correction of any defect on the transfer certificate of titles covering the Subject
Property. Furthermore, as may be necessary, SELLER shall cause the quieting of the
title of the Subject Property in favor of the SELLER, and dismissal of any and all
existing and potential claims, whether the same has been filed in Court or SELLER
have sufficient knowledge of the possibility of the same to be filed in Court or any
government agency.

2.1.4 SELLER shall turnover the peaceful and exclusive possession of the Subject
Property to the BUYER, vacant and free from any occupant;

2.1.5 Cooperate and perform such acts, and deliver any and all documents to ensure the
immediate transfer of the Transfer Certificate of Title in favor of the BUYER or its
assignee, free from liens, annotations, lis pendens, claims, and encumbrances.

2.2 BUYER, through its representatives, may extend assistance to SELLER in complying with
the fulfillment of the above-mentioned Condition Precedents but such assistance shall not
constitute a waiver of the same or a transfer of the responsibility to fulfill the same by
SELLER.

2.3 The parties may, in writing, waive or allow delayed compliance subject to justifiable reasons
with any of the above-mentioned Closing Conditions. The parties agree to act and negotiate
in good faith for the purpose of completing the transaction.

III. TAXES AND EXPENSES

3.1 SELLERS shall be liable for payment of the following taxes and expenses:

(a) Real Estate Taxes and Assessments for land and improvements, or any back-
taxes or adjustments thereof, accrued utilities, or otherwise on the Subject
Property up to the time both possession and the transfer certificates of title are
transferred to BUYER or its assignee;
(b) Any and all expenses needed to correct any discrepancy in the Transfer
Certificate of Title or Tax Declarations, as may be necessary;

The SELLERS warrant and represent that they are non-VAT entities, and the subject
asset is a capital asset; thus, the transaction shall not be subject to the applicable
value-added tax.

3.2 The BUYER shall be liable for the payment of the following taxes and expenses in relation to
the sale of the SUBJECT PROPERTY :

(a) Capital Gain’s Tax;

(b) Documentary Stamp Tax,
Page 4 of 9
Memorandum of Agreement
 (c) Local transfer tax, registration fees, notarial fees related to the transfer of the
title to the name of the BUYER; and,
(d) Notarial Fee.

3.3 Each party shall bear the own cost for their respective legal expenses.

IV. WARRANTIES AND REPRESENTATIONS

4.1 The SELLER and his authorized attorney-in-fact hereby jointly and solidarily specifically
warrant the following:

(a) SELLER is the legal, beneficial, absolute and registered owner of the SUBJECT
PROPERTY and that the SUBJECT PROPERTY is free from any claimants, tenants,
squatters, and/or occupants.
(b) The SUBJECT PROPERTY and their respective Transfer Certificates of Title and Tax
Declarations are accurate, true, and correct, and shall be free and clear of any liens,
annotations, lis pendens, or encumbrances or unpaid obligations, taxes of whatever
nature, assessments, or of any unpaid claim of creditors, or third parties upon
execution of the Deed of Absolute Sale. SELLERS shall have the sole responsibility of
causing the release of all annotations, liens, encumbrances, corrections, amendments,
and otherwise, or correction of the Transfer Certificate of Titles and Tax Declarations;
however, BUYER may assist to facilitate and expedite the process, subject to
reimbursement of expenses and cost by SELLER.
(c) The SUBJECT PROPERTY and their respective Transfer Certificates of Title, and Tax
Declarations shall be, without errors, obstacles and any legal inconvenience,
transferred in the respective name of the BUYER or their designated assignees free
and clear of any liens, annotations, lis pendens, or encumbrances within a reasonable
time from execution of the Deed of Absolute Sale. SELLER shall immediately provide
any documents needed, or perform any action needed to complete the transaction
and transfer.
(d) All other charges against the SUBJECT PROPERTY , including but not limited to
mortgaged loans, real estate taxes, estate taxes, heirs’ bond, and utility accounts (if
any) will be settled and updated by the SELLER up to the date of execution of the
Deed of Absolute Sale, if applicable;
(e) SELLERS have the perfect right to convey and transfer the SUBJECT PROPERTY to
the BUYER and can validly and legally sell, transfer and convey its rights, title to and
interest therein to the BUYER, in accordance with the terms of this Agreement;
(f) SELLER warrant that BUYER will acquire clean title to the SUBJECT PROPERTY and
have continuous, exclusive, and peaceful possession of the SUBJECT PROPERTY and
its improvements. SELLER will indemnify and defend the rights of the BUYER
against anybody, and shall hold the BUYER, free and harmless from any and all
claims of any third parties, collectors, and/or claimants, including against any heir or
relative.
(g) There are no actions, suits or disputes pending or threatened against or affecting the
SELLER that adversely affect their respective abilities to perform their obligations
under this Agreement, or otherwise adversely affect their interest in the SUBJECT
PROPERTY ;
(h) The SUBJECT PROPERTY or any portion thereof have not been previously assigned,
sold or otherwise disposed of or alienated to any person nor is under any option to
sell or agreement to purchase or any similar arrangement, and the SELLER are not
bound by a right of first refusal, reservation agreement, or first option to any third
party;
(i) SELLER have fully paid the estate taxes (if applicable), transfer taxes, real estate taxes
and assessments due on land and improvements on the SUBJECT PROPERTY up to

Page 5 of 9
Memorandum of Agreement
 the time of execution of this Agreement and until the execution of the Deed of
Absolute Sale, and that the declarations in the Tax Declarations are correct;
(j) SELLERS have acquired the SUBJECT PROPERTY through legal means, and that all
documents provided are accurate, authentic and genuine;
(k) SELLER is a Non-Vat registered entity, the SUBJECT PROPERTY are capital assets,
and thus the transaction shall not be subject to any Value Added Tax.
(l) The execution, delivery, and performance of this Memorandum of Agreement or the
subsequent Deed of Absolute Sale, or other related documents, will not violate any
law, rule, regulation or order or any other governmental directive having the force of
law and will not contravene any contract or agreement binding upon and affecting
the SELLER, the attorney-in-fact, their heirs, or the SUBJECT PROPERTY.
(m) For purposes of this transaction and the warranties and representations set forth, the
attorney-in-fact of the SELLER shall be jointly and severally liable with the SELLER.

All the foregoing representations and warranties made by the SELLER and/or
attorney-in-fact have been relied upon by the BUYER and are material considerations
for the BUYER in having agreed to purchase the SUBJECT PROPERTY .

4.2 BUYER hereby represents and warrants to the SELLERS that:

(a) The BUYER has inspected the property and has determined the same to be in sound
and good tenantable condition to their full and complete satisfaction. However,
nothing in this warranty shall constitute a waiver of any of the warranties of the
SELLER in this Agreement or in the Deed of Sale.

(b) The BUYER has legal capacity to acquire the SUBJECT PROPERTY .

4.3 The parties may, in writing, waive or allow delayed compliance subject to justifiable reasons
with any of the above-mentioned warranties. The parties agree to act and negotiate in good
faith for the purpose of completing the transaction.

V. ASSIGNMENT

BUYER has the right to assign this Agreement or its rights herein to a designated assignee,
corporation, or trust account without need for the prior
consent of the SELLES.

Nothing in this Agreement shall prevent the BUYER from creating or organizing another
corporate entity which may take over its rights and obligations under this Agreement. In
which case, the rights created and conferred by SELLER in favor of the BUYER shall not be
affected, altered, diminished, novated, nor modified by the creation or organization of said
corporate entity. Thus, where the BUYER creates or organizes a new separate corporate
entity as previously referred to, the SELLER hereby waives any objection to such creation
and shall respect this entire Agreement with such new entity as if the SELLER entered into
this Agreement with such new entity.

VI. BINDING EFFECT

This Agreement shall inure to the benefit of and shall be binding upon the heirs, executors,
successors, administrators and assigns of both parties. The execution of the Deed of Sale
shall in no way release the SELLER and/or the attorney-in-fact of their obligations and
warranties under this Agreement and the warranties, representations, and indemnification
herein stated shall be deemed written into the Deed of Absolute Sale or any corresponding
agreement in relation to the SUBJECT PROPERTY .

Page 6 of 9
Memorandum of Agreement
 In the event of death or incapacity of the SELLER, the remaining heirs shall honor and be
bound the same way as the SELLER by the foregoing agreement. SELLER warrants that his
heirs have been duly notified of this Agreement and the commitments set forth herein.

SELLER and Attorney-in-fact shall be jointly and solidarily liable for all their obligations
under this Agreement.

VII. DEFAULT CLAUSE

In the event the SELLER have complied with all of their obligations stated herein, and have
provided all required documents and complied with the Closing Conditions, but BUYER,
without justifiable reason, fails to pay the full balance payment as specified in this
Agreement hereof through no fault of the SELLER, and BUYER continues to fail to pay the
full balance payment within Sixty (60) working days from personal receipt of a written
demand from the SELLER, then the SELLER shall be free to enter into another sale
transaction with other third parties.

If the defaulting party is the SELLER, through no fault of the BUYER, BUYER has the option
to cancel the Agreement in part or in full, the SELLER shall return any and all amounts paid
to the BUYER, and also separately pay the BUYER a default penalty equivalent to any all
amount already paid upon demand.

VIII. RIGHTS CUMULATIVE/WAIVER

Failure of a party to take any action or assert any right hereunder shall neither be deemed a
waiver of such right in the event of the continuation or repetition of the circumstance giving
rise to such right, nor shall be the same be construed as a waiver by the party of any other
right accruing to such party under this Agreement. A waiver by the party of a right given
hereunder shall not be valid unless the same is in writing and signed by such party.

IX. SEVERABILITY

Should any one or more provisions of this Agreement be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the remaining
provisions herein shall not in any way be affected or impaired.

X. NOTICES

The parties agree that notices in relation to this Agreement and the Deed of Absolute Sale
may be sent through the following addresses:

Mailing Address Electronic Mail Address

FOR THE SELLER ________________

No. 34 Sto. Niño, Zone 4,

South Signal Village, Taguig
City

FOR THE BUYER ____________________

Page 7 of 9
Memorandum of Agreement
 16th Floor, Sagittarius Condo,
H.V. Dela Costa Street,
Salcedo Village, Makati City,

Attention:
_____________________

XI. GOVERNING LAW/VENUE

This Agreement shall be governed by and construed in all respects in accordance with
Philippine law. Any action arising from the implementation or interpretation of this Deed
may be brought in the proper courts of Taguig City.

XII. COUNTERPARTS

This agreement may be executed in counterparts, each of which will be deemed to be an

original, but all of which, taken together, will constitute one and the same agreement. The
same will become effective when one or more counterparts have been signed by each of
the parties and delivered to the other party.

IN WITNESS WHEREOF, the PARTIES have hereunto set their hands on 07 April 2022 in
Taguig City.

__________________ _________________

Seller Buyer

Represented herein by: Represented herein by:

____________________

______________- President and Authorized Representative

Attorney-in-Fact

ACKNOWLEDGMENT

Page 8 of 9
Memorandum of Agreement
REPUBLIC OF THE PHILIPPINES )
Taguig City ) S.S.

BEFORE ME, a Notary Public for and in Taguig City, personally appeared on 07 April
2022 the following:
NAME COMPETENT EVIDENCE OF IDENTITY
PRESENTED

_________________

_________________

President and Authorized Representative of

Buyer ____________ under Secretary’s
Certificate dated ________________ sworn
before Notary Public of ___________ City,
under Doc No. ___; Page No. ___; Book No.
___, Series of 2022.

personally, known to me to be the same persons who executed this Memorandum of Agreement
consisting of nine (9) pages, including this page on which the Acknowledgment is written, and
they respectively acknowledged to me that the same is their respective free and voluntary act and
deed, and that of the principals and/or Corporation they represent.

WITNESS MY HAND AND NOTARIAL SEAL on the date and in the place first above written.

Doc. No. ________;

Page No. ________;
Book No. ________;
Series of 2022.

Page 9 of 9
Memorandum of Agreement