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1. Parties: Identification and details of the seller and buyer
2. Background: Context of the transaction and brief description of the subject matter of sale
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter of Sale: Detailed description of what is being sold
5. Purchase Price: Amount, currency, and payment terms
6. Transfer of Title: Provisions regarding the transfer of ownership and risk
7. Closing: Details of when and how the transaction will be completed
8. Seller's Warranties: Standard warranties regarding ownership, authority to sell, and condition of goods
9. Buyer's Warranties: Warranties regarding authority to purchase and ability to pay
10. Tax Provisions: VAT and other tax-related provisions
11. Confidentiality: Obligations regarding confidential information
12. Governing Law and Jurisdiction: Confirmation of Dutch law application and jurisdiction
13. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Due Diligence: Required when the sale involves complex assets or business shares requiring detailed investigation
2. Conditions Precedent: Used when the sale is subject to certain conditions being met before closing
3. Post-Closing Obligations: Needed when there are continuing obligations after the sale
4. Non-Competition: Required when selling a business or shares to protect the buyer's interests
5. Employee Matters: Necessary when the sale involves transfer of employees or employment-related obligations
6. Intellectual Property: Required when the sale includes IP rights
7. Environmental Matters: Needed for sales involving real estate or businesses with environmental implications
8. Bank Guarantee/Security: Used when payment security or performance guarantee is required
1. Asset Schedule: Detailed list and description of assets being sold
2. Purchase Price Calculation: Breakdown of the purchase price components and calculations
3. Closing Checklist: List of documents and actions required for closing
4. Form of Transfer Deed: Template for the formal transfer document under Dutch law
5. Warranty Schedule: Detailed warranties and their qualifications
6. Encumbrances Schedule: List of any existing encumbrances on the assets
7. Due Diligence Findings: Summary of key findings from due diligence (if applicable)
8. Required Consents: List of third-party consents required for the transaction
Manufacturing
Retail
Real Estate
Technology
Professional Services
Energy
Agriculture
Healthcare
Transportation
Construction
Financial Services
Hospitality
Entertainment
Education
Telecommunications
Legal
Finance
Procurement
Sales
Commercial
Compliance
Risk Management
Corporate Secretariat
Business Development
Operations
Tax
Strategic Planning
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Lawyer
Business Development Manager
Procurement Manager
Sales Director
Commercial Director
Finance Manager
Compliance Officer
Risk Manager
Contract Manager
Business Owner
Managing Director
Operations Director
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