Entity Purchase Agreement for Malta

Entity Purchase Agreement Template for Malta

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Entity Purchase Agreement

"I need a Maltese Entity Purchase Agreement for acquiring a mid-sized technology company, with completion planned for March 2025, including specific provisions for intellectual property protection and employee retention schemes."

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What is a Entity Purchase Agreement?

The Entity Purchase Agreement serves as the primary transaction document for business acquisitions in Malta, structured in accordance with Maltese corporate law and regulations. It is used when one party (the buyer) wishes to acquire ownership of a business entity from another party (the seller), whether through share purchase or business transfer. The agreement covers crucial elements including purchase price mechanisms, warranties and indemnities, pre-completion and post-completion obligations, and regulatory compliance requirements. It must align with Malta's Companies Act and other relevant legislation, including competition laws and tax regulations. The document typically requires input from various professional advisors and often involves regulatory approvals, particularly for regulated industries or larger transactions.

What sections should be included in a Entity Purchase Agreement?

1. Parties: Identification of buyer, seller, and any guarantors with full legal names and addresses

2. Background: Context of the transaction, description of the target entity, and purpose of the agreement

3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules

4. Sale and Purchase: Core transaction terms including what is being sold and purchased

5. Purchase Price: Consideration details, payment terms, and any price adjustment mechanisms

6. Conditions Precedent: Pre-completion conditions that must be satisfied

7. Pre-Completion Obligations: Parties' obligations between signing and completion

8. Completion: Mechanics of closing, including timing, location, and deliverables

9. Warranties: Seller's representations and warranties about the business

10. Limitations on Liability: Caps, thresholds, and time limits on warranty claims

11. Tax Covenant: Specific tax-related warranties and indemnities

12. Confidentiality: Obligations regarding transaction and business information

13. Non-Competition and Non-Solicitation: Restrictive covenants protecting the business post-completion

14. Further Assurance: Obligations to take additional steps to give effect to the agreement

15. Notices: Process for formal communications between parties

16. General Provisions: Standard boilerplate clauses including governing law and jurisdiction

17. Execution: Signature blocks and execution formalities

What sections are optional to include in a Entity Purchase Agreement?

1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance

2. Seller Financing: Include when part of the purchase price is paid through deferred payments or vendor loans

3. Employee Matters: Specific provisions dealing with employee transfers and related obligations

4. Real Estate: Special provisions for significant property assets or leases

5. Intellectual Property: Detailed IP provisions when IP is a significant asset

6. Environmental Matters: For businesses with environmental risks or compliance requirements

7. Parent Company Guarantee: When additional security is required from a parent company

8. Break Fee: When parties agree to compensation if the deal fails under specific circumstances

9. Anti-corruption Compliance: For businesses operating in regulated sectors or high-risk jurisdictions

What schedules should be included in a Entity Purchase Agreement?

1. Target Entity Details: Corporate information, shareholding structure, and organizational documents

2. Warranties: Detailed warranties about the business, assets, and liabilities

3. Properties: List and details of owned and leased properties

4. Material Contracts: Key business agreements and commitments

5. Intellectual Property: Schedule of IP rights, registrations, and licenses

6. Employees: List of employees, terms of employment, and benefits

7. Financial Statements: Recent financial statements and management accounts

8. Completion Deliverables: List of documents and actions required at completion

9. Permitted Leakage: Agreed exceptions to no leakage covenant in locked box deals

10. Data Room Index: Index of due diligence materials provided

11. Disclosure Letter: Specific disclosures against the warranties

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Retail

Healthcare

Professional Services

Hospitality

Energy

Transportation

Media and Entertainment

Construction

Agriculture

Education

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Corporate Secretariat

Business Development

Strategy

Due Diligence

Integration

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

M&A Director

Business Development Director

Financial Controller

Company Secretary

Due Diligence Manager

Integration Manager

Tax Director

Risk Manager

Compliance Officer

Corporate Development Manager

Investment Banker

Transaction Advisory Partner

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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