The Business Asset Sale Agreement is a crucial document used in Belgian business transactions when one entity wishes to acquire specific assets of another entity without purchasing the entire company. This agreement is particularly relevant under Belgian law where asset deals are often preferred over share deals for their flexibility and ability to select specific assets while leaving behind unwanted liabilities. The document must comply with Belgian civil and commercial law requirements, including specific provisions for real estate transfers (if applicable), employment protection under CBA No. 32bis, VAT regulations, and registration duties. It typically includes detailed schedules identifying transferred assets, employees, contracts, and warranties, while incorporating necessary provisions for both civil law and commercial practice requirements specific to Belgium.
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1. Parties: Identification of the seller and buyer, including full legal names, registration numbers, and registered offices
2. Background: Context of the transaction, brief description of the business and assets being sold
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including the assets being sold and excluded assets
5. Purchase Price: Purchase price, payment terms, and any price adjustment mechanisms
6. Conditions Precedent: Any conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including business conduct requirements
8. Completion: Mechanics of completion, including timing, location, and actions required
9. Seller's Warranties: Warranties given by the seller regarding the business and assets
10. Buyer's Warranties: Basic warranties from the buyer, including capacity to enter into the agreement
11. Tax Matters: Tax provisions, including VAT treatment and allocation of tax liabilities
12. Employment Matters: Treatment of employees and compliance with CBA No. 32bis
13. Confidentiality: Obligations regarding confidential information
14. Announcements: Restrictions on public announcements about the transaction
15. Further Assurance: Obligations to take further actions necessary to give effect to the agreement
16. Governing Law and Jurisdiction: Belgian law as governing law and jurisdiction for disputes
1. Non-Compete Provisions: Restrictions on seller's competing activities - include when seller could compete with transferred business
2. Transitional Services: Services provided by seller post-completion - include when ongoing support is needed
3. Environmental Matters: Specific provisions for environmental liabilities - include when premises or environmental risks are involved
4. Intellectual Property License: License terms for any IP not fully transferred - include when seller retains related IP
5. Data Protection: GDPR compliance provisions - include when personal data is part of transferred assets
6. Competition Clearance: Process for obtaining merger clearance - include for larger transactions
7. Property Matters: Specific provisions for real estate - include when real property is transferred
8. Post-Completion Price Adjustment: Mechanisms for adjusting price after completion - include for businesses with variable metrics
1. Schedule 1 - Assets: Detailed list and description of all assets being transferred
2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3 - Properties: Details of any real estate included in the sale
4. Schedule 4 - Intellectual Property: List of all IP rights being transferred
5. Schedule 5 - Employees: List of transferring employees and their key terms
6. Schedule 6 - Contracts: Key contracts being transferred
7. Schedule 7 - Warranties: Detailed seller's warranties
8. Schedule 8 - Tax Covenant: Detailed tax indemnities and procedures
9. Schedule 9 - Completion Obligations: Detailed list of completion deliverables
10. Schedule 10 - Form of Transfer Documents: Templates for asset transfer documentation
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