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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
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
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
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