1. Parties: Identification of the seller(s), purchaser(s), and any guarantors or other relevant parties
2. Background: Context of the transaction, including description of the target company and purpose of the agreement
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including the shares/assets being sold and purchase price mechanics
5. Consideration: Detailed provisions regarding the purchase price, including payment terms, adjustments, and calculation methods
6. Conditions Precedent: Prerequisites that must be satisfied before completion can occur, including regulatory approvals
7. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
8. Completion: Mechanics and requirements for closing the transaction, including deliverables and timing
9. Warranties: Seller's representations and warranties about the target company and business
10. Limitations on Liability: Limitations on warranty claims and other liability caps and exclusions
11. Tax Covenant: Specific provisions dealing with tax liabilities and indemnities
12. Confidentiality and Announcements: Provisions regarding transaction confidentiality and public communications
13. Non-Competition and Non-Solicitation: Restrictions on seller's competing activities post-completion
14. Further Assurance: Obligations to take additional actions necessary to implement the transaction
15. Assignment and Transfers: Provisions regarding ability to transfer rights and obligations under the agreement
16. Notices: Process and requirements for formal communications between parties
17. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
18. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction provisions
