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Commercial Property Purchase And Sale Agreement

Commercial Property Purchase And Sale Agreement Template for Netherlands

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Key Requirements PROMPT example:

Commercial Property Purchase And Sale Agreement

"I need a Commercial Property Purchase And Sale Agreement under Dutch law for the purchase of a multi-tenant office building in Amsterdam, with specific provisions for existing lease agreements and environmental compliance requirements, targeted for completion in March 2025."

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Document background
The Commercial Property Purchase And Sale Agreement is a fundamental legal document used in Dutch real estate transactions for transferring ownership of commercial properties. This agreement is essential when businesses or investors wish to purchase or sell commercial real estate in the Netherlands, whether for operational use, investment, or development purposes. It must comply with Dutch civil law requirements, particularly those outlined in the Burgerlijk Wetboek (Dutch Civil Code), and includes provisions for transfer tax, environmental compliance, and zoning regulations. The document serves as the primary contract governing the transaction terms, responsibilities of both parties, warranties, and conditions for transfer of title. It's typically executed before a Dutch civil law notary and requires careful consideration of local property laws, tax implications, and commercial practices.
Suggested Sections

1. Parties: Identification of the seller and purchaser with full legal details

2. Background: Context of the transaction and brief description of the property

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core agreement to sell and purchase the property, including the purchase price

5. Property Description: Detailed description of the property, including boundaries and included items

6. Purchase Price and Payment: Detailed terms of payment, including deposit and completion payment arrangements

7. Transfer of Title: Conditions and process for legal transfer of the property

8. Completion: Requirements and process for completion of the transaction

9. Seller's Warranties: Warranties regarding property title, condition, and other relevant aspects

10. Buyer's Warranties: Warranties regarding capacity to purchase and funding arrangements

11. Pre-Completion Obligations: Obligations of both parties before completion

12. Post-Completion Obligations: Obligations of both parties after completion

13. Default and Remedies: Consequences of breach and available remedies

14. Notices: Process for giving formal notices under the agreement

15. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement

16. Execution: Signature blocks and execution formalities

Optional Sections

1. Environmental Provisions: Specific provisions regarding environmental issues, used when the property has known environmental concerns or requires specific environmental warranties

2. Tenant Provisions: Provisions regarding existing tenants, used when the property is sold subject to existing leases

3. VAT Election: Specific provisions regarding VAT treatment, used when the transaction is subject to VAT

4. Development Provisions: Provisions regarding ongoing or planned development, used when the property is under development or has development potential

5. Mortgage Release: Provisions regarding existing mortgage discharge, used when the property is subject to existing financing

6. Ground Lease Provisions: Specific provisions regarding ground lease (erfpacht), used when the property is subject to ground lease

7. Monument Status Provisions: Special provisions for listed buildings, used when the property is a protected monument

Suggested Schedules

1. Property Description Schedule: Detailed technical description of the property including cadastral details and maps

2. Title Documents: List and copies of relevant title documents

3. Existing Leases: Details of any existing tenancies and lease agreements

4. Inventory: List of included fixtures, fittings, and equipment

5. Environmental Reports: Copies of environmental surveys and reports

6. Building Inspection Report: Technical survey of the building's condition

7. Planning Permissions: Copies of relevant planning permissions and certificates

8. Energy Performance Certificate: Current energy performance certificate and related documentation

9. Service Contracts: Details of ongoing service contracts to be transferred

10. Due Diligence Results: Summary of due diligence findings and responses

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Property
Purchase Price
Completion Date
Transfer Date
Notarial Deed
Deposit
Civil Law Notary
Deed of Transfer
Cadastral Registration
Completion Statement
Due Diligence Period
Environmental Law
Erfpacht (Ground Lease)
Existing Leases
Fixtures and Fittings
Governmental Authority
Land Registry
Material Adverse Change
Necessary Permits
Notarial Account
Permitted Use
Planning Requirements
Purchase Documents
Related Rights
Seller's Warranties
Buyer's Warranties
Transfer Tax
VAT
Working Day
Zoning Plan
Building Permit
Encumbrances
Environmental Permits
Execution Date
Good Title
Inventory
Material Breach
Mortgage
Notarial Escrow
Occupation Rights
Public Law Restrictions
Service Contracts
Soil Quality
Title Documents
Transfer Requirements
Utility Contracts
Vacant Possession
Clauses
Identification of Parties
Recitals
Definitions
Sale and Purchase
Property Description
Purchase Price
Payment Terms
Transfer of Title
Completion
Warranties
Title Guarantee
Property Condition
Environmental Compliance
Planning and Zoning
Existing Tenancies
Due Diligence
Pre-Completion Obligations
Post-Completion Obligations
Tax Provisions
VAT Election
Risk and Insurance
Environmental Liability
Representations
Covenants
Default
Termination
Force Majeure
Assignment
Notices
Costs
Confidentiality
Entire Agreement
Amendments
Severability
Governing Law
Jurisdiction
Dispute Resolution
Registration
Notarial Requirements
Third Party Rights
Time of Essence
Further Assurance
Counterparts
Execution
Relevant Industries

Real Estate

Commercial Property Development

Retail

Manufacturing

Hospitality

Healthcare

Education

Logistics

Banking and Finance

Professional Services

Technology

Industrial

Relevant Teams

Legal

Real Estate

Finance

Facilities Management

Corporate Development

Risk and Compliance

Treasury

Operations

Property Management

Business Development

Investment

Asset Management

Relevant Roles

Real Estate Director

Chief Financial Officer

Property Manager

Facilities Manager

Legal Counsel

Commercial Director

Investment Manager

Asset Manager

Development Manager

Acquisitions Manager

Real Estate Attorney

Property Consultant

Risk Manager

Compliance Officer

Corporate Treasurer

Industries
Dutch Civil Code (Burgerlijk Wetboek) Book 7, Title 1: Contains general provisions on purchase agreements, including specific regulations for real estate transactions
Dutch Civil Code Book 5: Covers property rights (ownership, possession, easements) and related matters concerning real estate
Environmental Management Act (Wet milieubeheer): Regulates environmental aspects of commercial properties, including soil pollution regulations and environmental permits
Spatial Planning Act (Wet ruimtelijke ordening): Governs zoning laws and land use restrictions that may affect commercial properties
Buildings Decree (Bouwbesluit): Sets technical requirements for commercial buildings and their maintenance
Transfer Tax Act (Wet op belastingen van rechtsverkeer): Regulates transfer tax obligations in real estate transactions
VAT Act (Wet op de omzetbelasting): Governs VAT aspects of commercial property transactions
Cadastre Act (Kadasterwet): Regulates property registration and land registry requirements
Energy Performance of Buildings Decree (Besluit energieprestatie gebouwen): Mandates energy performance certificates for commercial buildings
Dutch Money Laundering and Terrorist Financing Prevention Act (Wwft): Requires due diligence and verification in high-value real estate transactions
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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