Company Sale Contract for Malta
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Company Sale Contract
"I need a Company Sale Contract for the sale of my small Maltese retail business (100% shares) to a local buyer, with completion planned for March 2025, including basic warranties and a 12-month non-compete clause."
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1. Parties: Identification of the seller(s) and buyer(s), including full legal names and registered addresses
2. Background: Context of the transaction, including brief company history and purpose of the sale
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets) and the basic agreement to sell and purchase
5. Purchase Price: Consideration amount, payment terms, and any price adjustment mechanisms
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 conduct of business requirements
8. Completion: Mechanics of completion, including timing, location, and actions required
9. Warranties: Seller's warranties regarding the company, its business, and assets
10. Limitations on Liability: Limitations on warranty claims and general liability caps
11. Tax Covenant: Specific indemnities relating to tax matters
12. Confidentiality and Announcements: Obligations regarding confidentiality and public statements about the transaction
13. Post-Completion Obligations: Ongoing obligations after completion, including transitional arrangements
14. General Provisions: Standard boilerplate clauses including notices, governing law, and jurisdiction
1. Non-Compete Provisions: Restrictions on seller's future business activities - include when seller could compete with the business
2. Property Provisions: Specific provisions relating to company-owned real estate - include when company owns significant property assets
3. Intellectual Property Rights: Detailed IP provisions - include when IP is a significant company asset
4. Employee Matters: Specific provisions regarding employees - include when there are key employees or significant workforce issues
5. Environmental Matters: Environmental warranties and indemnities - include for companies with environmental risks
6. Earn-out Provisions: Structure for additional payments based on future performance - include when part of purchase price is contingent
7. Bank Financing: Provisions relating to third-party financing - include when purchase is partially bank-financed
8. Regulatory Approvals: Detailed provisions regarding required regulatory approvals - include for regulated businesses
9. Group Restructuring: Provisions for pre-sale restructuring - include when corporate restructuring is needed before sale
1. Company Details: Full corporate information including shareholding structure and subsidiaries
2. Properties: Details of all owned and leased properties
3. Intellectual Property: List of all IP rights owned or licensed by the company
4. Material Contracts: Summary of key commercial contracts
5. Employee Information: Details of employees, including key terms and benefits
6. Warranties: Full warranty schedule
7. Tax Covenant: Detailed tax covenant provisions
8. Completion Obligations: Detailed list of completion deliverables
9. Bank Account Details: Payment account information for completion
10. Data Room Index: Index of due diligence materials provided
11. Disclosure Letter: Specific disclosures against warranties
Authors
Accounts Date
Affiliate
Agreement
Assets
Business
Business Day
Buyer
Claim
Companies Act
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Data Room
Disclosure Letter
Effective Date
Encumbrance
Financial Year
Group
Guarantor
Intellectual Property Rights
Key Employees
Long Stop Date
Loss
Management Accounts
Material Adverse Change
Material Contracts
MFSA
Parties
Permits
Properties
Purchase Price
Relevant Authority
Sale Shares
Seller
Signing Date
Subsidiaries
Target Group
Tax
Tax Authority
Tax Covenant
Tax Liability
Tax Returns
Third Party
Transaction Documents
Warranties
Warranty Claim
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Tax Warranties
Tax Covenant
Limitations on Liability
Indemnities
Property
Intellectual Property
Employee Matters
Restrictive Covenants
Non-Competition
Confidentiality
Data Protection
Announcements
Group Restructuring
Insurance
Bank Accounts
Business Contracts
Environmental Matters
Regulatory Compliance
Further Assurance
Power of Attorney
Assignment
Notices
Costs
Entire Agreement
Variation
Waiver
Severability
Third Party Rights
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Financial Services
Manufacturing
Retail
Technology
Real Estate
Professional Services
Healthcare
Hospitality
Construction
Energy
Telecommunications
Transport and Logistics
Media and Entertainment
Education
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Board of Directors
Executive Leadership
Corporate Secretariat
Due Diligence
Treasury
Corporate Finance
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Finance Director
Managing Director
Business Development Director
Mergers & Acquisitions Manager
Due Diligence Manager
Corporate Finance Manager
Tax Director
Risk Manager
Compliance Officer
Board Member
Investment Director
Transaction Manager
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