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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."
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
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
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
Business
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosed
Disclosure Letter
Effective Date
Employees
Encumbrance
Environmental Laws
Environmental Permits
Excluded Assets
Financial Statements
Governmental Authority
Intellectual Property Rights
KvK
Liabilities
Long Stop Date
Material Adverse Change
Material Contracts
Notary
Parties
Permits
Properties
Purchase Price
Purchaser
Related Persons
Relevant Authority
Seller
Seller's Group
Signing Date
Subsidiaries
Tax
Tax Authority
Transaction
Transfer
Transferred Assets
Warranties
Works Council
Working Capital
Competition Authority
Dutch Civil Code
Employment Agreements
Interim Period
Management Accounts
Reference Date
Taxation
Sale and Purchase
Purchase Price
Payment Terms
Completion Mechanics
Conditions Precedent
Pre-Completion Obligations
Warranties
Tax Covenants
Indemnities
Limitations on Liability
Confidentiality
Non-Competition
Non-Solicitation
Employee Matters
Pensions
Property Rights
Intellectual Property
Data Protection
Environmental Compliance
Regulatory Compliance
Force Majeure
Assignment
Notices
Further Assurance
Costs
Severability
Entire Agreement
Amendments
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Business Transfer
Asset Transfer
Share Transfer
Due Diligence
Disclosure
Performance Obligations
Transitional Services
Post-Completion Obligations
Bank Guarantees
Security Arrangements
Working Capital Adjustments
Insurance
Termination Rights
Manufacturing
Technology
Retail
Professional Services
Healthcare
Real Estate
Construction
Hospitality
Education
Transport and Logistics
Energy
Agriculture
Financial Services
Media and Entertainment
Telecommunications
Legal
Finance
Mergers & Acquisitions
Corporate Development
Tax
Human Resources
Operations
Compliance
Risk Management
Business Development
Strategy
Integration
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
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