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Buy Sell Agreement for the Netherlands

Buy Sell Agreement Template for Netherlands

A Buy-Sell Agreement under Dutch law is a legally binding contract that documents the terms and conditions for the sale and purchase of assets, goods, or shares between parties. This agreement, governed by the Dutch Civil Code (Burgerlijk Wetboek), particularly Books 3, 6, and 7, establishes the rights and obligations of both the seller and buyer, including purchase price, payment terms, transfer of ownership, warranties, and closing conditions. The document incorporates specific Dutch legal requirements regarding property transfer, VAT considerations, and corporate governance aspects where applicable.

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Buy Sell Agreement

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What is a Buy Sell Agreement?

The Buy-Sell Agreement is a fundamental commercial contract used to formalize the transfer of assets, goods, or shares from a seller to a buyer in the Netherlands. This document is essential when parties wish to create a legally binding framework for their transaction, ensuring compliance with Dutch law, particularly the Civil Code (Burgerlijk Wetboek). The agreement is suitable for various transaction types, from straightforward asset sales to complex corporate deals, and includes crucial elements such as purchase price determination, payment terms, transfer of ownership provisions, warranties, and closing conditions. It also addresses specific Dutch legal requirements regarding property transfer, tax implications, and where relevant, corporate governance aspects. The document serves as both a roadmap for the transaction and a legal safeguard for all parties involved.

What sections should be included in a Buy Sell Agreement?

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

What sections are optional to include in a Buy Sell Agreement?

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

What schedules should be included in a Buy Sell Agreement?

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Netherlands

Document Type

Contract to Sell

Cost

Free to use
Relevant legal definitions
















































Clauses




































Relevant Industries

Manufacturing

Retail

Real Estate

Technology

Professional Services

Energy

Agriculture

Healthcare

Transportation

Construction

Financial Services

Hospitality

Entertainment

Education

Telecommunications

Relevant Teams

Legal

Finance

Procurement

Sales

Commercial

Compliance

Risk Management

Corporate Secretariat

Business Development

Operations

Tax

Strategic Planning

Relevant Roles

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

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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