The Company Sale Agreement is a fundamental transaction document used in Belgian corporate acquisitions to formalize the sale and purchase of a company. It is essential when transferring ownership of a Belgian company, whether through a share sale or asset purchase structure. The agreement must comply with Belgian law, particularly the Companies and Associations Code, and address specific Belgian legal requirements regarding employee rights, competition law, and tax implications. This document is typically prepared following preliminary agreements such as letters of intent or memoranda of understanding, and precedes various closing documents. It contains detailed provisions on purchase price mechanics, warranties, indemnities, conditions precedent, and post-closing obligations, along with comprehensive schedules covering company information, warranties, and disclosures. The agreement is particularly important for ensuring legal certainty and managing risk allocation between parties in Belgian corporate transactions.
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1. Parties: Identification of the seller(s) and buyer(s), including full legal names, registration numbers, and registered addresses
2. Background: Context of the transaction, brief description of the target company, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets), purchase price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion can occur, including regulatory approvals
6. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
7. Completion: Mechanics of completion, including timing, location, and actions required at completion
8. Warranties: Seller's warranties regarding the company, its business, and assets
9. Limitations on Liability: Limitations on seller's liability under the warranties and other provisions
10. Tax Covenants: Specific provisions dealing with tax matters and allocations of tax liabilities
11. Confidentiality: Obligations regarding confidentiality of transaction and company information
12. Non-Competition: Restrictions on seller's competing activities post-completion
13. Employee Matters: Provisions dealing with employees and employment continuity
14. Announcements: Requirements for public announcements about the transaction
15. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes
16. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Security for Claims: Used when specific security (such as escrow) is required for warranty claims
3. Post-Completion Services: Used when seller will provide transitional services after completion
4. Real Estate Provisions: Used when the company owns significant real estate assets requiring specific provisions
5. Intellectual Property Rights: Used when IP is a significant component of the company's value
6. Environmental Matters: Used for companies with significant environmental risks or obligations
7. Data Protection: Used when significant personal data processing is involved
8. Financing Cooperation: Used when buyer requires seller's cooperation for acquisition financing
9. Works Council Provisions: Used when works council consultation is required under Belgian law
10. Break Fee: Used when parties agree to compensation if the deal fails under specific circumstances
1. Details of the Company: Corporate information, share capital, and shareholding structure
2. Completion Obligations: Detailed list of documents and actions required at completion
3. Warranties: Full set of warranties given by the seller
4. Disclosure Letter: Specific disclosures against the warranties
5. Properties: Details of all real estate owned or leased by the company
6. Intellectual Property: List of all IP rights owned or licensed by the company
7. Material Contracts: Summary of key commercial contracts
8. Employees: List of employees and their key employment terms
9. Financial Statements: Recent financial statements of the company
10. Data Room Index: Index of documents provided in due diligence
11. Tax Computations: Details of tax positions and computations
12. Bank Account Details: Details for completion payment and post-completion operations
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