The Acquisition Purchase Agreement serves as the primary transaction document in business acquisitions under Belgian law, whether structured as a share purchase or asset purchase. This document is essential when one entity seeks to acquire ownership of another business entity or its assets in Belgium, requiring compliance with Belgian corporate law, including the Belgian Company Code and Civil Code. The agreement typically includes detailed provisions on purchase price mechanisms, warranties and representations, conditions precedent, completion mechanics, and post-closing obligations. It must address specific Belgian legal requirements regarding employee rights, tax implications, and where applicable, competition law clearances. The document is crucial for both domestic Belgian transactions and cross-border acquisitions involving Belgian entities, requiring careful consideration of local legal and regulatory requirements while following international best practices in M&A transactions.
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1. Parties: Identification of the seller(s) and buyer(s), including full legal names, registration details, and addresses
2. Background: Context of the transaction, including brief description of the target business and purpose of the agreement
3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules used throughout the agreement
4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets), purchase price, and payment terms
5. Conditions Precedent: Prerequisites that must be satisfied before completion of the transaction
6. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
7. Completion: Mechanics of closing, including timing, location, and actions required at completion
8. Warranties: Seller's representations and warranties about the business, assets, or shares being sold
9. Limitations on Liability: Limitations on seller's liability for warranty breaches and other claims
10. Tax Covenants: Specific provisions dealing with tax matters and allocations of tax liabilities
11. Confidentiality and Announcements: Obligations regarding confidential information and public communications about the transaction
12. Post-Completion Obligations: Ongoing obligations after completion, including transition services if applicable
13. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, and jurisdiction
14. Execution: Signature blocks and execution formalities
1. Employee Matters: Detailed provisions regarding treatment of employees, used when employment transfers are significant
2. Real Estate: Specific provisions for real estate transfers, required in asset deals involving property
3. Intellectual Property: Detailed IP provisions, important when IP assets are material to the transaction
4. Environmental Matters: Environmental warranties and indemnities, necessary for businesses with environmental risks
5. Competition/Antitrust: Required when transaction needs merger clearance or has competition law implications
6. Earn-out Provisions: Used when part of purchase price is contingent on future performance
7. Bank Guarantees/Security: Required when purchase price is secured or external financing is involved
8. Non-Compete Provisions: Restrictions on seller's future activities, used when protecting goodwill is crucial
9. Working Capital Adjustment: Mechanism for adjusting price based on working capital, used in larger transactions
1. Target Company Details: Corporate information, share capital, and shareholding structure
2. Properties: List and details of real estate owned or leased
3. Material Contracts: Summary of key commercial contracts being transferred
4. Intellectual Property Rights: List of IP assets including registrations and licenses
5. Employees: List of employees with key terms of employment
6. Warranties: Detailed seller warranties about the business
7. Tax Deed: Detailed tax covenant and related provisions
8. Completion Obligations: Detailed list of documents and actions required at completion
9. Data Room Index: Index of due diligence materials provided
10. Disclosed Matters: Specific disclosures against warranties
11. Form of Resignation Letters: Template resignation letters for directors
12. Working Capital Statement: Agreed form of working capital calculation
13. Completion Accounts: Pro forma completion accounts and adjustment mechanisms
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