The Business Sale Contract is a fundamental transaction document used in the Netherlands for the transfer of business ownership, whether through a share sale or asset purchase. It serves as the primary agreement between a seller and buyer, documenting all essential aspects of the business transfer under Dutch law. This contract is crucial when a business owner wishes to sell their enterprise, or when a company aims to acquire another business entity. The document must comply with Dutch legal requirements, particularly the Burgerlijk Wetboek (Dutch Civil Code), and addresses critical elements including asset transfer, employee rights, liability provisions, warranties, and regulatory compliance. It typically results from extensive negotiations and due diligence, incorporating protections for both parties while ensuring compliance with Dutch corporate law, tax regulations, and where applicable, EU directives.
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1. Parties: Identification and details of the seller and purchaser
2. Background: Context of the transaction and brief description of the business being sold
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including what is being sold and purchased
5. Purchase Price: Purchase consideration, payment terms, and adjustment mechanisms
6. Completion: Timing and mechanics of completion, including conditions precedent
7. Seller's Warranties: Warranties regarding the business, assets, and liabilities
8. Seller's Limitations on Liability: Limitations on seller's liability under the warranties and indemnities
9. Purchaser's Warranties: Basic warranties from the purchaser, including capacity to enter into the agreement
10. Pre-Completion Obligations: Obligations of both parties between signing and completion
11. Post-Completion Obligations: Ongoing obligations after completion, including transition arrangements
12. Employees: Treatment of employees and related obligations
13. Confidentiality: Confidentiality obligations of all parties
14. Announcements: Provisions regarding public announcements about the transaction
15. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction provisions
16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Non-Competition: Restrictions on seller's future business activities - include when seller could compete with the business
2. Intellectual Property: Specific provisions for IP transfer - include when IP is a significant business asset
3. Real Estate: Provisions dealing with property transfer or assignment - include when real estate is involved
4. Environmental Matters: Environmental warranties and indemnities - include for businesses with environmental risks
5. Data Protection: GDPR compliance provisions - include when significant personal data is involved
6. Earn-out Provisions: Structure for additional payments based on future performance - include when part of purchase price is contingent
7. Pensions: Treatment of pension schemes - include when significant pension arrangements exist
8. Tax Covenant: Specific tax indemnities and arrangements - include for complex tax situations
9. Transitional Services: Services provided by seller post-completion - include when business continuation requires seller's support
1. Business Assets: Detailed list of all assets included in the sale
2. Excluded Assets: List of assets specifically excluded from the sale
3. Properties: Details of all real estate involved in the transaction
4. Intellectual Property Rights: List of all IP rights being transferred
5. Employee Information: Details of transferring employees and their terms
6. Material Contracts: List and copies of key business contracts
7. Completion Obligations: Detailed list of actions required at completion
8. Warranties: Full set of warranties given by the seller
9. Tax Covenant: Detailed tax indemnity provisions
10. Financial Statements: Recent financial statements of the business
11. Completion Accounts: Format and principles for completion accounts
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