The Asset Purchase Agreement is a fundamental transaction document used when a business wishes to acquire specific assets rather than shares in a company. Under Belgian law, this agreement must carefully navigate various regulatory requirements, including the Belgian Civil Code, tax regulations, and sector-specific legislation. It's particularly useful when buyers want to cherry-pick specific assets without assuming all liabilities of the target business, or when dealing with specific asset classes that require special treatment under Belgian law. The document typically includes detailed provisions on asset identification, price determination, transfer mechanics, warranties, and various regulatory compliance matters. Special attention must be paid to Belgian-specific requirements such as registration duties, VAT implications, and employment regulations (particularly CBA 32bis for employee transfers). The agreement serves as the cornerstone document for asset-based transactions and requires careful consideration of both Belgian domestic law and, where applicable, EU regulations.
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1. Parties: Identification and details of the seller and purchaser, including registration numbers and addresses
2. Background: Context of the transaction, including brief description of the assets and purpose of the transfer
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including description of assets being sold and purchased
5. Purchase Price: Details of the purchase price, payment terms, and any adjustments
6. Conditions Precedent: Any conditions that must be satisfied before completion of the transaction
7. Pre-Completion Obligations: Obligations of both parties between signing and completion
8. Completion: Details of the completion process, timing, and deliverables
9. Seller's Warranties: Warranties given by the seller regarding the assets and business
10. Purchaser's Warranties: Basic warranties given by the purchaser, including capacity to enter into the agreement
11. Tax Matters: Tax-related provisions, including VAT treatment and tax indemnities
12. Liability and Indemnification: Scope of liability and indemnification obligations
13. Confidentiality: Provisions regarding confidential information and announcements
14. Notices: Process and requirements for formal notices under the agreement
15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Employee Matters: Required when the asset purchase involves transfer of employees, incorporating CBA 32bis requirements
2. Environmental Matters: Required when transferring assets with environmental permits or liabilities
3. Intellectual Property: Required when the transfer includes significant IP assets
4. Real Estate: Required when the transfer includes real property assets
5. Competition Law Compliance: Required for larger transactions requiring merger control clearance
6. Post-Completion Covenants: Required when ongoing obligations exist after completion
7. Transitional Services: Required when seller will provide services to buyer post-completion
8. Data Protection: Required when personal data is part of the transferred assets
9. Bank Guarantees: Required when payment security is needed
1. Asset Schedule: Detailed list and description of all assets being transferred
2. Excluded Assets: List of assets specifically excluded from the transfer
3. Purchase Price Calculation: Detailed methodology for calculating the purchase price
4. Seller's Warranties: Detailed warranties given by the seller
5. Completion Deliverables: List of documents and items to be delivered at completion
6. Employees: List of transferring employees and their employment terms
7. Contracts: List of contracts being transferred
8. Intellectual Property: Detailed list of IP rights being transferred
9. Real Estate Details: Specific information about any real estate being transferred
10. Form of Transfer Instruments: Templates of specific transfer documents required under Belgian law
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