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Commercial Real Estate Purchase And Sale Agreement for the Netherlands

Commercial Real Estate Purchase And Sale Agreement Template for Netherlands

This document is a comprehensive legal agreement governed by Dutch law that facilitates the purchase and sale of commercial real estate properties in the Netherlands. It sets out the terms and conditions for the transfer of commercial property ownership, including purchase price, payment terms, warranties, and various conditions precedent. The agreement incorporates specific Dutch legal requirements, including mandatory notarial involvement and registration with the Kadaster (Land Registry). It addresses key aspects such as due diligence, environmental compliance, zoning requirements, and transfer tax obligations, all within the framework of Dutch property law and commercial regulations.

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Commercial Real Estate Purchase And Sale Agreement

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What is a Commercial Real Estate Purchase And Sale Agreement?

The Commercial Real Estate Purchase And Sale Agreement is a crucial legal document used in the Netherlands for transactions involving commercial properties. It is designed to comply with Dutch civil law requirements and commercial property regulations, providing a comprehensive framework for both buyers and sellers in commercial real estate transactions. This agreement is essential when transferring ownership of office buildings, retail spaces, industrial facilities, or other commercial properties in the Netherlands. It includes detailed provisions for property description, purchase price, payment terms, due diligence requirements, warranties, and specific Dutch legal requirements such as notarial deed preparation and Kadaster registration. The document also addresses environmental compliance, zoning regulations, and tax implications specific to Dutch commercial property transactions. It serves as the primary agreement between parties and forms the basis for the subsequent notarial deed of transfer.

What sections should be included in a Commercial Real Estate Purchase And Sale Agreement?

1. Parties: Identification and details of the seller and purchaser, including registration numbers and authorized representatives

2. Background: Context of the transaction and brief description of the property

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core agreement to sell and purchase the property, including the basic terms

5. Purchase Price: Amount, payment terms, deposit requirements, and payment mechanics

6. Due Diligence: Buyer's investigation rights and seller's obligations to provide information

7. Conditions Precedent: Conditions that must be satisfied before completion

8. Pre-Completion Obligations: Obligations of both parties between signing and completion

9. Completion: Process and requirements for completing the transaction

10. Seller's Warranties: Warranties given by the seller regarding the property

11. Buyer's Warranties: Warranties given by the buyer regarding authority and funding

12. Title and Transfer: Provisions regarding transfer of title and registration

13. Risk and Insurance: Allocation of risk and insurance requirements

14. Environmental Matters: Environmental warranties, indemnities, and obligations

15. Taxes: Tax implications and responsibilities

16. Costs: Allocation of transaction costs

17. Notices: Process for giving formal notices under the agreement

18. Confidentiality: Obligations regarding confidential information

19. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction provisions

20. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

What sections are optional to include in a Commercial Real Estate Purchase And Sale Agreement?

1. Tenant Matters: Required when the property is sold subject to existing tenancies

2. Financing Arrangements: Required when the purchase is contingent on specific financing arrangements

3. Development Rights: Included when there are existing or potential development rights to be transferred

4. Asset Transfer: Required when additional assets (furniture, equipment) are included in the sale

5. Property Management: Needed when there are ongoing management contracts to be addressed

6. Construction Warranties: Required for newly constructed properties with ongoing warranties

7. Monument Status: Required for properties with protected historical status

8. Ground Lease: Required when the property is subject to a ground lease

9. Earn-out Provisions: Included when part of the purchase price is contingent on future events

What schedules should be included in a Commercial Real Estate Purchase And Sale Agreement?

1. Property Description: Detailed description of the property including cadastral details and maps

2. Title Documents: List of relevant title documents and encumbrances

3. Existing Tenancies: Details of current lease agreements and tenant information

4. Property Inventory: List of fixtures, fittings, and other items included in the sale

5. Environmental Reports: Summary or copies of environmental surveys and reports

6. Planning Permissions: Details of existing planning permissions and restrictions

7. Technical Specifications: Technical details of the building and installations

8. Service Contracts: List of ongoing service contracts and maintenance agreements

9. Form of Transfer Deed: Draft of the notarial deed of transfer

10. Due Diligence Results: Summary of key findings from due diligence investigations

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

Real Estate

Commercial Property

Property Development

Construction

Retail

Hospitality

Industrial

Logistics

Office Space

Banking & Finance

Professional Services

Manufacturing

Relevant Teams

Legal

Real Estate

Finance

Corporate Development

Facilities Management

Risk Management

Tax

Compliance

Operations

Investment

Property Management

Acquisitions

Due Diligence

Relevant Roles

Real Estate Director

Commercial Property Manager

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Property Development Manager

Acquisition Manager

Asset Manager

Investment Director

Facilities Manager

Real Estate Investment Manager

Corporate Real Estate Manager

Transaction Manager

Due Diligence Manager

Property Portfolio Manager

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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