Business Buy And Sell Agreement for the Netherlands

Business Buy And Sell Agreement Template for Netherlands

A comprehensive legal agreement governed by Dutch law that facilitates the sale and purchase of a business, whether through asset or share transfer. This document outlines all essential aspects of the transaction, including purchase price, warranties, indemnities, and conditions precedent. It ensures compliance with Dutch corporate law, including the Dutch Civil Code (Burgerlijk Wetboek), and addresses key considerations such as employee rights, competition law, and tax implications. The agreement provides a legally binding framework that protects both parties' interests while ensuring a smooth transfer of business ownership.

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What is a Business Buy And Sell Agreement?

The Business Buy And Sell Agreement is a crucial document used in the Netherlands when transferring ownership of a business from one party to another. It serves as the primary transaction document in business acquisitions, whether structured as an asset or share purchase. The agreement must comply with Dutch law, particularly the Dutch Civil Code (Burgerlijk Wetboek), and addresses various aspects including purchase price mechanics, warranties, indemnities, employee matters, and regulatory requirements. This document is essential for both private and public companies engaging in business transfers, and its contents need to reflect specific Dutch legal requirements, including works council consultation rights and competition law considerations. The agreement typically requires review and input from various stakeholders and professional advisors to ensure all legal and practical aspects of the business transfer are properly addressed.

What sections should be included in a Business Buy And Sell Agreement?

1. Parties: Identification of the seller(s) and buyer(s), including full legal names and registered addresses

2. Background: Context of the transaction, including 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 buy

5. Purchase Price: Detailed breakdown of the purchase price, payment terms, and payment mechanisms

6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction

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

8. Completion: Details of the completion process, timing, and deliverables

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

10. Limitations on Liability: Limitations on the seller's liability under the warranties and indemnities

11. Confidentiality: Obligations regarding confidential information and announcements

12. Non-Competition: Restrictions on seller's competitive activities post-completion

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

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

What sections are optional to include in a Business Buy And Sell Agreement?

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

2. Employee Matters: Include when specific arrangements for employees are needed beyond standard TUPE regulations

3. Intellectual Property: Include when IP transfer requires specific attention or special arrangements

4. Real Estate: Include when property transfers or lease assignments are part of the transaction

5. Environmental Matters: Include for businesses with significant environmental aspects or risks

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

7. Transition Services: Include when post-completion services from seller are required

8. Bank Financing: Include when the purchase is partially financed through bank loans

9. Escrow Arrangements: Include when part of the purchase price will be held in escrow

What schedules should be included in a Business Buy And Sell Agreement?

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 all real estate owned or leased by the business

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

5. Schedule 5 - Employee Information: Details of all employees, including key terms of employment

6. Schedule 6 - Material Contracts: List and details of key business contracts

7. Schedule 7 - Warranted Financial Statements: Recent financial statements of the business

8. Schedule 8 - Completion Deliverables: List of all documents and items to be delivered at completion

9. Schedule 9 - Warranties: Detailed warranties given by the seller

10. Schedule 10 - Disclosed Information: List of all information disclosed against the warranties

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

Jurisdiction

Netherlands

Publisher

Genie AI

Document Type

Contract to Sell

Cost

Free to use
Clauses
Relevant Industries

Manufacturing

Technology

Retail

Professional Services

Healthcare

Real Estate

Hospitality

Construction

Logistics

Financial Services

Media and Entertainment

Agriculture

Energy

Telecommunications

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Risk & Compliance

Operations

Strategy

Human Resources

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Business Development Director

Corporate Lawyer

Legal Counsel

Finance Director

Commercial Director

Company Secretary

Mergers & Acquisitions Manager

Business Owner

Transaction Manager

Due Diligence Manager

Integration Manager

Risk Manager

Tax Director

Operations Director

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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