The Transfer of Business Ownership Agreement is a crucial document used in Belgium when transferring the ownership of a business entity from one party to another. It is essential for transactions involving both asset transfers and share sales, providing a comprehensive framework that ensures compliance with Belgian legal requirements. The agreement is particularly important given Belgium's strict regulations regarding employee rights during business transfers (under CBA No. 32bis), tax implications, and corporate governance requirements. This document typically includes detailed provisions about the transfer price, payment terms, warranties, employee matters, tax considerations, and post-completion obligations. It requires careful consideration of Belgian corporate law, employment law, tax regulations, and sometimes competition law, depending on the transaction size.
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1. Parties: Identification of the Seller(s) and Buyer(s) with full legal details as required under Belgian law
2. Background: Context of the transaction and brief description of the business being transferred
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 the nature of the transfer
5. Purchase Price: Details of the consideration, payment terms, and any price adjustment mechanisms
6. Completion: Mechanics and requirements for closing the transaction, including timing and location
7. Seller's Warranties: Standard warranties about the business, its assets, and operations
8. Buyer's Warranties: Basic warranties from the buyer, including capacity to enter into the agreement
9. Employee Matters: Provisions regarding transfer of employees and compliance with CBA No. 32bis
10. Tax Matters: Tax-related provisions, indemnities, and allocations of tax liabilities
11. Restrictive Covenants: Non-compete and non-solicitation provisions compliant with Belgian law
12. Confidentiality: Provisions regarding confidential information and announcements
13. Governing Law and Jurisdiction: Confirmation of Belgian law application and jurisdiction for disputes
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Real Estate: Required when the business transfer includes real property assets
3. Intellectual Property: Detailed IP provisions when the business has significant IP assets
4. Environmental Matters: Required for businesses with environmental risks or obligations
5. Data Protection: Detailed GDPR compliance provisions for data-intensive businesses
6. Bank Guarantees: When payment security or performance guarantees are required
7. Competition Clearance: Required when the transaction needs competition authority approval
8. Transition Services: When the seller will provide post-completion services to the buyer
1. Business Assets Schedule: Detailed list of all assets included in the transfer
2. Excluded Assets Schedule: List of assets specifically excluded from the transfer
3. Employee Information: Details of transferring employees, their contracts and benefits
4. Properties Schedule: Details of any real estate included in the transfer
5. Material Contracts: List and copies of key business contracts being transferred
6. Intellectual Property Rights: Detailed list of IP rights included in the transfer
7. Completion Requirements: Detailed list of documents and actions required for completion
8. Warranties Schedule: Detailed warranties given by the seller
9. Tax Deed: Detailed tax indemnity provisions and allocations
10. Disclosed Matters: Information disclosed against the warranties
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