The Conditional Purchase Agreement is a crucial document in Dutch commercial practice, used when parties wish to agree on a purchase transaction that will only proceed once certain conditions are met. These conditions typically include due diligence completion, regulatory approvals, or financing arrangements. Under Dutch law, this agreement type is particularly common in real estate transactions, business acquisitions, and major asset purchases. The document needs to comply with specific requirements of the Dutch Civil Code (Burgerlijk Wetboek), particularly Books 3, 6, and 7, which govern property law, obligations, and specific contracts respectively. The agreement serves as a binding framework that protects both parties' interests during the period between signing and completion, while clearly outlining the path to closing the transaction.
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1. Parties: Identification and details of the parties entering into the agreement
2. Background: Context of the transaction and brief description of the parties' intentions
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter of Purchase: Detailed description of what is being purchased
5. Purchase Price: Amount, currency, and payment terms
6. Conditions: All conditions precedent and subsequent that must be satisfied
7. Timing and Mechanics: Timeline for satisfying conditions and completing the purchase
8. Representations and Warranties: Statements of fact and assurances from both parties
9. Seller's Obligations: Specific obligations of the seller before and until completion
10. Buyer's Obligations: Specific obligations of the buyer before and until completion
11. Completion: Process and requirements for closing the transaction
12. Termination: Circumstances under which the agreement can be terminated
13. Confidentiality: Obligations regarding confidential information
14. Notices: How formal communications between parties should be made
15. General Provisions: Standard boilerplate clauses including governing law, entire agreement, etc.
1. Tax Provisions: Specific tax arrangements and allocations - include when tax implications are significant
2. Environmental Matters: Include when purchasing real estate or businesses with environmental risks
3. Employees: Include when the purchase involves transfer of employees
4. Intellectual Property: Include when IP assets are part of the purchase
5. Post-Completion Covenants: Include when there are ongoing obligations after completion
6. Break Fee: Include when parties agree on compensation if the deal fails
7. Financing Arrangements: Include when purchase is subject to external financing
8. Competition Clearance: Include when transaction requires regulatory approval
1. Property Description: Detailed description of the property or assets being purchased
2. Purchase Price Calculation: Detailed breakdown of the purchase price and any adjustments
3. Conditions Precedent: Detailed list and description of all conditions precedent
4. Completion Deliverables: List of all documents and items to be delivered at completion
5. Warranties: Detailed warranties given by the seller
6. Disclosed Information: List of information disclosed against the warranties
7. Form of Transfer Deed: Template of the deed to be used for transfer
8. Due Diligence Findings: Summary of key due diligence findings and their resolution
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