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Agreement For Sale Of Business
"I need an Agreement for Sale of Business under Dutch law for the sale of my Amsterdam-based restaurant business, including all kitchen equipment, recipes, and customer lists, with completion planned for March 2025 and a 12-month non-compete clause for the local area."
1. Parties: Identification of the Seller and Buyer, including full legal names and registered addresses
2. Background: Context of the transaction, brief description of the business, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms, including what is being sold and purchased
5. Purchase Price: Details of the purchase price, payment terms, and any adjustments
6. Completion: Process and requirements for completing the transaction
7. Seller's Warranties: Warranties given by the seller regarding the business
8. Buyer's Warranties: Warranties given by the buyer regarding capacity to purchase
9. Pre-Completion Obligations: Obligations of both parties between signing and completion
10. Post-Completion Obligations: Obligations after the completion date
11. Employees: Treatment of employees and employment-related matters
12. Confidentiality: Confidentiality obligations of all parties
13. Announcements: Rules regarding public announcements about the transaction
14. Dispute Resolution: Process for resolving disputes
15. Governing Law and Jurisdiction: Specification of Dutch law and jurisdiction
16. General Provisions: Standard boilerplate clauses
17. Execution: Signature blocks and execution formalities
1. Non-Compete Provisions: Restrictions on seller's future business activities - include when seller could potentially compete
2. Earn-out Provisions: Structure for additional payments based on future performance - include when part of purchase price is contingent
3. Intellectual Property: Specific provisions for IP transfer - include when IP is a significant asset
4. Real Estate: Provisions regarding property transfer - include when real estate is part of sale
5. Environmental Matters: Environmental warranties and indemnities - include for businesses with environmental risks
6. Tax Covenant: Specific tax-related provisions - include for complex tax situations
7. Transitional Services: Services provided by seller post-completion - include when ongoing support needed
8. Bank Guarantees: Details of any bank guarantees - include when required for purchase price
9. Share Transfer Provisions: Specific share transfer mechanics - include for share sales rather than asset sales
1. Schedule 1 - Business Assets: Detailed list of all assets included in the sale
2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3 - Properties: Details of any real estate included in the sale
4. Schedule 4 - Intellectual Property: List of all IP rights being transferred
5. Schedule 5 - Employees: List of transferring employees and their key terms
6. Schedule 6 - Material Contracts: Key contracts being transferred with the business
7. Schedule 7 - Seller's Warranties: Detailed warranties given by the seller
8. Schedule 8 - Completion Obligations: Detailed list of completion deliverables
9. Schedule 9 - Earn-out Calculations: Methodology for calculating any earn-out payments
10. Schedule 10 - Permitted Encumbrances: List of permitted liens or encumbrances on assets
11. Appendix A - Completion Accounts: Pro forma completion accounts and adjustment mechanisms
12. Appendix B - Required Consents: List of third-party consents required for completion
Authors
Accounts Date
Agreed Form
Assets
Business
Business Day
Business Information
Business Intellectual Property
Business Records
Buyer
Claim
Completion
Completion Accounts
Completion Date
Confidential Information
Consideration
Data Protection Laws
Disclosed
Disclosure Letter
Effective Date
Employees
Encumbrance
Excluded Assets
Excluded Liabilities
Financial Year
Goodwill
Group
Intellectual Property Rights
Inventory
Key Employees
Liabilities
Long Stop Date
Loss
Management Accounts
Material Adverse Change
Material Contracts
Notary
Parties
Permits
Permitted Encumbrances
Properties
Purchase Price
Related Persons
Relevant Authority
Seller
Seller's Group
Seller's Warranties
Signing Date
Stock
Taxation
Tax Authority
Transaction Documents
Transfer Date
Transferred Contracts
Transferred Employees
VAT
Warranties
Works Council
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Covenants
Completion Obligations
Post-Completion Obligations
Asset Transfer
Share Transfer
Employee Matters
Seller Warranties
Buyer Warranties
Tax Covenants
Indemnification
Non-Competition
Confidentiality
Intellectual Property
Real Property
Material Contracts
Environmental Matters
Data Protection
Works Council Consultation
Business Transfer
Transitional Services
Third Party Consents
Announcements
Force Majeure
Assignment
Severability
Dispute Resolution
Governing Law
Jurisdiction
Entire Agreement
Notices
Amendments
Costs and Expenses
Waiver
Further Assurance
Termination
Manufacturing
Technology
Retail
Professional Services
Healthcare
Real Estate
Hospitality
Construction
Energy
Transportation
Agriculture
Education
Financial Services
Media and Entertainment
Telecommunications
Legal
Finance
Executive Leadership
Mergers & Acquisitions
Human Resources
Tax
Compliance
Risk Management
Operations
Corporate Development
Business Development
Integration
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
M&A Director
Business Development Manager
Finance Director
Managing Director
Company Secretary
Tax Director
HR Director
Operations Director
Commercial Director
Risk Manager
Compliance Officer
Integration Manager
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