Buy Sell Agreement Business Template for Netherlands

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Key Requirements PROMPT example:

Buy Sell Agreement Business

"I need a Buy Sell Agreement Business under Dutch law for the purchase of a small manufacturing company's assets, with completion planned for March 2025 and including specific provisions for machinery transfer and employee retention."

Document background
The Buy Sell Agreement Business is a crucial legal document used in the Netherlands for business acquisition transactions. It serves as the primary contract governing the transfer of business ownership, whether through asset or share sale, and must comply with Dutch legal requirements. This document is essential when a business owner wishes to sell their enterprise or when a buyer intends to acquire an existing business. The agreement encompasses detailed provisions required under Dutch law, including specifications about the transaction structure, purchase price mechanics, warranties, employee rights protection, and regulatory compliance. It requires careful consideration of Dutch Civil Code provisions, particularly Books 6 and 7, along with sector-specific regulations and employment law requirements. The document typically involves review by multiple stakeholders and often requires registration with the Dutch Chamber of Commerce (KvK) upon completion.
Suggested Sections

1. Parties: Identification of the Seller and Buyer with 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 (shares/assets) and the basic agreement to sell and purchase

5. Purchase Price: Specification of the purchase price, payment terms, and any price adjustment mechanisms

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including business conduct requirements

8. Completion: Details of when, where, and how completion will take place, including actions and deliverables required

9. Warranties: Seller's warranties about the business, assets, and liabilities

10. Limitations on Liability: Limitations on Seller's liability under the warranties and general liability caps

11. Post-Completion Obligations: Obligations after completion, including transition arrangements

12. Confidentiality: Confidentiality obligations regarding the transaction and business information

13. Non-Competition: Non-compete and non-solicitation provisions binding the seller

14. General Provisions: Standard boilerplate clauses including notices, entire agreement, and governing law

15. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes

Optional Sections

1. Earn-out Provisions: Include when part of the purchase price is contingent on future performance

2. Employee Matters: Include when there are specific employee arrangements or TUPE implications

3. Real Estate: Include when the business owns or leases significant real estate assets

4. Intellectual Property: Include when IP rights are a significant part of the business assets

5. Environmental Matters: Include when the business has significant environmental risks or permits

6. Pensions: Include when there are pension schemes to be transferred or considered

7. Tax Covenant: Include when specific tax arrangements or indemnities are required

8. Transitional Services: Include when the seller will provide services post-completion

9. Bank Financing: Include when the purchase is partially bank financed

10. Regulatory Compliance: Include when specific regulatory approvals or compliance matters need addressing

Suggested Schedules

1. Business Assets Schedule: Detailed list of all assets included in the sale

2. Excluded Assets Schedule: List of assets specifically excluded from the sale

3. Properties Schedule: Details of all owned and leased properties

4. Intellectual Property Schedule: List of all IP rights owned or licensed by the business

5. Material Contracts Schedule: List and details of key business contracts

6. Employee Schedule: List of employees and their key employment terms

7. Warranties Schedule: Detailed warranties given by the seller

8. Disclosure Schedule: Seller's disclosures against the warranties

9. Completion Deliverables: List of all documents and items to be delivered at completion

10. Form of Transfer Instruments: Templates for share transfer forms or asset transfer documents

11. Encumbrances Schedule: List of all encumbrances on the business assets

12. Required Consents: List of third-party consents required for the transaction

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Technology

Retail

Professional Services

Healthcare

Real Estate

Construction

Hospitality

Education

Transport and Logistics

Energy

Agriculture

Financial Services

Media and Entertainment

Telecommunications

Relevant Teams

Legal

Finance

Mergers & Acquisitions

Corporate Development

Tax

Human Resources

Operations

Compliance

Risk Management

Business Development

Strategy

Integration

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Business Owner

Corporate Lawyer

Legal Counsel

M&A Director

Business Development Manager

Financial Controller

Tax Director

HR Director

Operations Director

Company Secretary

Risk Manager

Compliance Officer

Integration Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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