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1. Parties: Identification of the Seller(s) and Buyer(s), including full legal names and registered addresses
2. Background: Context of the transaction, including brief description of the company being sold and transaction rationale
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets) and the basic agreement to sell and purchase
5. Purchase Price: Consideration amount, payment terms, and any price adjustment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including conduct of business requirements
8. Completion: Mechanics of completion, including timing, location, and actions to be taken
9. Warranties: Seller's warranties regarding the company, its assets, and business
10. Limitations on Liability: Limitations on warranty claims and general liability of the parties
11. Tax Covenant: Specific indemnities and provisions relating to tax matters
12. Confidentiality: Obligations regarding confidential information and announcements
13. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction provisions
14. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Employee Matters: Detailed provisions regarding employees and pension schemes, required if employees are transferring
2. Real Estate: Specific provisions dealing with property owned or leased by the target company
3. Intellectual Property: Detailed IP provisions, important for technology or brand-focused companies
4. Environmental Matters: Required for companies with significant environmental risks or obligations
5. Competition/Antitrust: Required for larger transactions requiring regulatory approval
6. Data Protection: Detailed provisions for companies processing significant personal data
7. Transitional Services: Required when seller needs to provide services to the company post-completion
8. Earn-out Provisions: Used when part of purchase price is contingent on future performance
9. Foreign Investment Provisions: Required for cross-border transactions subject to foreign investment rules
10. Bank Financing: Required when purchase is funded through external financing
1. Company Details: Detailed information about the target company including corporate information
2. Warranties: Detailed warranties given by the seller
3. Properties: List and details of all real estate owned or leased by the company
4. Intellectual Property Rights: List of all IP owned or licensed by the company
5. Material Contracts: List and summary of key commercial contracts
6. Employees: List of employees and their key terms of employment
7. Completion Obligations: Detailed list of documents to be delivered and actions to be taken at completion
8. Form of Resignation Letters: Template resignation letters for departing directors
9. Permitted Leakage: List of permitted payments between signing and completion in locked box deals
10. Data Room Index: Index of documents disclosed during due diligence
11. Completion Accounts Principles: Detailed accounting principles for completion accounts
12. Tax Deed: Detailed tax indemnity provisions
Manufacturing
Technology
Real Estate
Professional Services
Healthcare
Retail
Financial Services
Energy
Agriculture
Transportation
Construction
Telecommunications
Media and Entertainment
Hospitality
Education
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Risk & Compliance
Tax
Human Resources
Business Development
Strategy
Operations
Company Secretariat
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
M&A Director
Business Development Director
Company Secretary
Finance Director
Legal Counsel
Transaction Manager
Due Diligence Manager
Integration Manager
Risk Manager
Compliance Officer
Corporate Development Manager
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