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Acquisition Purchase Agreement
"I need an Acquisition Purchase Agreement under Belgian law for a technology company share purchase, with specific provisions for IP rights protection and an earn-out mechanism based on 2025 performance targets."
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
Authors
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Covenants
Completion Mechanics
Post-Completion Adjustments
Warranties
Fundamental Warranties
Business Warranties
Tax Warranties
Environmental Warranties
Limitation of Liability
Tax Covenants
Employee Matters
Intellectual Property
Real Estate
Competition Law
Data Protection
Confidentiality
Non-Competition
Non-Solicitation
Public Announcements
Insurance
Force Majeure
Assignment
Third Party Rights
Entire Agreement
Severability
Amendments
Notices
Costs and Expenses
Interest
Further Assurance
Waiver
Governing Law
Dispute Resolution
Language
Counterparts
Working Capital Adjustment
Environmental Compliance
Regulatory Compliance
Share Transfer Restrictions
Board Composition
Shareholder Rights
Business Continuation
Asset Transfer
Debt Assumption
Security Interests
Financial Statements
Material Contracts
Change of Control
Break Fee
Manufacturing
Technology
Real Estate
Financial Services
Healthcare
Retail
Energy
Professional Services
Transportation
Construction
Agriculture
Telecommunications
Media and Entertainment
Hospitality
Education
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Human Resources
Risk Management
Strategy
Operations
Corporate Secretariat
Business Development
Compliance
Treasury
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Development Director
M&A Director
Finance Director
Business Development Manager
Corporate Secretary
Risk Manager
Tax Director
HR Director
Operations Director
Integration Manager
Strategy Director
Investment Manager
Commercial Director
Find the exact document you need
Business Acquisition Purchase Agreement
A Belgian law-governed agreement documenting the terms and conditions for the sale and purchase of a business, including all essential transaction elements and regulatory compliance requirements.
Acquisition Term Sheet
A preliminary document under Belgian law outlining key terms and conditions for a proposed acquisition transaction.
Acquisition Purchase Agreement
A Belgian law-governed agreement detailing the terms and conditions for the purchase and sale of a business, whether through share or asset acquisition.
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