The Buy Out Agreement serves as the primary transaction document in business acquisition scenarios under Dutch law. It is commonly used in various contexts including management buyouts (MBOs), leveraged buyouts (LBOs), and strategic acquisitions. The document comprehensively addresses all aspects of the transaction, from initial purchase terms to post-completion obligations, while ensuring compliance with Dutch corporate law requirements, including mandatory works council consultations where applicable. It includes essential provisions for share or asset transfers, purchase price mechanisms, warranties, indemnities, and various protective clauses. The agreement must be structured to accommodate specific Dutch legal requirements regarding corporate governance, transfer of ownership, and regulatory compliance, while also addressing practical business considerations such as tax implications and employee rights.
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1. Parties: Identification of the buyer(s) and seller(s), including full legal names and addresses
2. Background: Context of the transaction, including description of the business and reason for the buyout
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets) and the purchase price
5. Purchase Price and Payment: Detailed terms of consideration, payment method, and timing
6. Completion: Mechanics and requirements for closing the transaction
7. Seller's Warranties: Representations and warranties about the business, shares, and seller's capacity
8. Buyer's Warranties: Representations and warranties about buyer's capacity and funding
9. Pre-Completion Obligations: Obligations of parties between signing and completion
10. Confidentiality: Provisions regarding confidential information and announcements
11. Non-Competition and Non-Solicitation: Restrictions on seller's future business activities
12. Tax Matters: Allocation of tax liabilities and obligations
13. Further Assurance: Obligations to execute further documents or actions if needed
14. Notices: Process for formal communications between parties
15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.
1. Earn-Out Provisions: Include when part of purchase price is contingent on future performance
2. Seller Financing: Include when seller provides financing for part of purchase price
3. Employee Matters: Include when specific employee arrangements or protections are needed
4. Intellectual Property: Include when IP assets are significant to the transaction
5. Real Estate: Include when real estate assets are significant to the transaction
6. Environmental Matters: Include for businesses with environmental risks or obligations
7. Transition Services: Include when seller will provide post-completion services
8. Parent Company Guarantee: Include when parent company guarantees are required
9. Working Capital Adjustment: Include when purchase price includes working capital adjustment mechanism
1. Schedule 1 - Definitions: Detailed definitions and interpretations
2. Schedule 2 - Company Information: Details of the target company including corporate information
3. Schedule 3 - Properties: List and details of real estate assets
4. Schedule 4 - Intellectual Property: List of IP rights and registrations
5. Schedule 5 - Material Contracts: List and details of key business contracts
6. Schedule 6 - Employees: List of employees and employment terms
7. Schedule 7 - Seller's Warranties: Detailed warranties given by seller
8. Schedule 8 - Completion Obligations: Detailed list of completion deliverables
9. Schedule 9 - Earn-Out Calculations: Methodology for calculating earn-out payments
10. Appendix A - Form of Resignation Letter: Template for director resignation letters
11. Appendix B - Form of Board Resolution: Template for required board resolutions
12. Appendix C - Disclosure Letter: Seller's disclosures against warranties
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