The Sale Of Business As A Going Concern Agreement is a crucial document used in Belgian business transactions where one entity wishes to transfer its entire business operations to another. This comprehensive agreement is essential when selling a business that will continue operating without interruption, ensuring all aspects of the business transfer are properly documented and compliant with Belgian law. It addresses critical elements such as asset transfer, employee rights under Belgian employment law, VAT implications, and competition law considerations. The document is particularly important in Belgium due to specific legal requirements regarding employee protection, works council consultation, and registration duties. It must comply with both Belgian national law and relevant EU directives, particularly regarding the safeguarding of employees' rights in business transfers.
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1. Parties: Identification of the Seller and Buyer, including full legal names, registration details, and addresses
2. Background: Context of the transaction, brief description of the business, 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 and purchased as a going concern
5. Purchase Price: Details of the purchase price, payment terms, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including business operation requirements
8. Completion: Process and requirements for completion of the transaction
9. Warranties and Representations: Seller's warranties about the business and Buyer's warranties
10. Limitations on Claims: Limitations on warranty claims and other liability limitations
11. Employee Matters: Transfer of employees and related obligations under Belgian law
12. Tax Matters: Tax-related provisions, indemnities, and VAT treatment
13. Confidentiality: Obligations regarding confidential information
14. Non-Competition and Non-Solicitation: Restrictions on Seller's future business activities
15. Announcements and Publicity: Requirements for public announcements about the transaction
16. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes
17. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Intellectual Property Assignment: Detailed IP transfer provisions when the business has significant IP assets
3. Environmental Matters: Required for businesses with environmental risks or compliance obligations
4. Property Matters: Detailed provisions for transfer of real estate if owned by the business
5. Debt and Encumbrances: Special provisions for handling existing debt and encumbrances
6. Transition Services: When the Seller will provide services post-completion
7. Data Protection: Detailed GDPR compliance provisions if significant personal data is involved
8. Force Majeure: Special provisions for unforeseen circumstances affecting the transaction
1. Business Assets Schedule: Detailed list of all assets included in the sale
2. Excluded Assets Schedule: List of assets specifically excluded from the sale
3. Employee Schedule: List of transferring employees and their key employment terms
4. Material Contracts Schedule: List of key contracts being transferred
5. Intellectual Property Schedule: Details of all IP rights included in the sale
6. Properties Schedule: Details of real estate and lease arrangements
7. Warranties Schedule: Detailed warranties given by the Seller
8. Completion Obligations Schedule: Detailed list of documents and actions required at completion
9. Permitted Encumbrances Schedule: List of permitted encumbrances on the business assets
10. Data Room Index: Index of due diligence documents provided
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