The Company Sale Agreement is a crucial document used in corporate transactions under Maltese law when one party wishes to sell and another wishes to purchase a company, whether through a share sale or business transfer. This agreement must comply with the Maltese Companies Act (Chapter 386) and related legislation, including specific requirements for corporate transfers, tax regulations, and where applicable, financial services laws. The document typically includes detailed provisions on purchase price, warranties, indemnities, conditions precedent, completion mechanics, and post-completion obligations. It's particularly important in Malta's business environment where many international companies establish operations and may subsequently undergo ownership changes. The agreement must address specific local requirements such as Malta Business Registry notifications, stamp duty implications, and any necessary regulatory approvals.
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1. Parties: Identification of the seller(s) and buyer(s) with full legal details
2. Background: Context of the transaction and brief description of the target company
3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement
4. Sale and Purchase: Core transaction terms including what is being sold and purchased
5. Purchase Price: Purchase consideration, payment terms, and any price adjustment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Parties' obligations 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 Covenants: Specific provisions relating to tax matters and indemnities
12. Confidentiality: Obligations regarding confidential information and announcements
13. Post-Completion Obligations: Ongoing obligations after completion
14. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
1. Real Estate: Additional provisions for companies owning significant real estate assets
2. Intellectual Property: Specific provisions for companies with significant IP portfolios
3. Key Employees: Provisions relating to retention and treatment of key employees
4. Regulatory Approvals: Required when the transaction needs specific regulatory clearances
5. Environmental Matters: For companies with significant environmental exposures or obligations
6. Data Protection: Detailed provisions for companies processing significant personal data
7. Non-Competition: Restrictions on seller's future competing activities
8. Earn-out Provisions: Where part of purchase price is contingent on future performance
1. Company Details: Details of the target company including corporate information and shareholding
2. Properties: List and details of all real estate owned or leased by the company
3. Intellectual Property Rights: Schedule of all IP owned or licensed by the company
4. Material Contracts: List and summary of key commercial contracts
5. Employees: Details of all employees including key terms of employment
6. Warranties: Detailed warranties given by the seller
7. Tax Covenant: Detailed tax indemnity provisions
8. Completion Requirements: Detailed list of completion deliverables
9. Disclosed Documents: List of documents disclosed against the warranties
10. Form of Resignation Letters: Template resignation letters for outgoing directors
11. Net Working Capital Statement: Agreed form of working capital calculations and adjustments
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