1. Parties: Identification of the buyer(s) and seller(s), including full legal names and registered addresses
2. Background: Context of the transaction, including brief description of the target company/assets and purpose of the agreement
3. Definitions and Interpretation: Definitions of key 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: Detailed provisions on consideration, including payment terms, adjustments, and earn-out provisions if applicable
6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction
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 target company/assets, including fundamental and business warranties
10. Limitations on Liability: Limitations on seller's liability under the warranties and other provisions
11. Tax Covenants: Specific provisions dealing with tax matters and allocations
12. Confidentiality and Announcements: Provisions regarding confidentiality of the transaction and agreed public announcements
13. Restrictive Covenants: Non-compete and non-solicitation provisions
14. Further Assurance: Obligations to take further actions necessary to give effect to the agreement
15. Assignments and Transfers: Provisions regarding ability to assign or transfer rights under the agreement
16. Notices: Process and requirements for giving formal notices under the agreement
17. General Provisions: Standard boilerplate provisions including entire agreement, amendments, and severability
18. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
