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The Sale Of Business As A Going Concern Agreement is a crucial document used in Belgian business transactions where one entity wishes to transfer its entire business operations to another. This comprehensive agreement is essential when selling a business that will continue operating without interruption, ensuring all aspects of the business transfer are properly documented and compliant with Belgian law. It addresses critical elements such as asset transfer, employee rights under Belgian employment law, VAT implications, and competition law considerations. The document is particularly important in Belgium due to specific legal requirements regarding employee protection, works council consultation, and registration duties. It must comply with both Belgian national law and relevant EU directives, particularly regarding the safeguarding of employees' rights in business transfers.

1. Parties: Identification of the Seller and Buyer, including full legal names, registration details, and addresses

2. Background: Context of the transaction, brief description of the business, and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including what is being sold and purchased as a going concern

5. Purchase Price: Details of the purchase price, payment terms, and any adjustments

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 business operation requirements

8. Completion: Process and requirements for completion of the transaction

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

10. Limitations on Claims: Limitations on warranty claims and other liability limitations

11. Employee Matters: Transfer of employees and related obligations under Belgian law

12. Tax Matters: Tax-related provisions, indemnities, and VAT treatment

13. Confidentiality: Obligations regarding confidential information

14. Non-Competition and Non-Solicitation: Restrictions on Seller's future business activities

15. Announcements and Publicity: Requirements for public announcements about the transaction

16. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes

17. General Provisions: Standard boilerplate clauses including notices, amendments, and severability