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1. Parties: Identification and details of the seller and purchaser, including full legal names, registration numbers, and addresses
2. Background: Context of the transaction, including brief description of the subject matter and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter of Sale: Detailed description of the goods/property being sold, including specifications and quantity
5. Purchase Price: The agreed purchase price, payment terms, method of payment, and any applicable VAT
6. Delivery: Terms and conditions of delivery, including timing, location, and transfer of risk
7. Transfer of Title: Provisions regarding the transfer of ownership and any conditions precedent
8. Seller's Warranties: Warranties and representations made by the seller regarding the subject matter
9. Buyer's Warranties: Warranties and representations made by the buyer regarding their capacity to enter into the agreement
10. Compliance with Laws: Obligations regarding compliance with applicable laws and regulations
11. Termination: Circumstances under which the agreement can be terminated and the consequences
12. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
13. Notices: Process and requirements for formal communications between parties
14. Entire Agreement: Confirmation that the document represents the entire agreement between parties
1. Intellectual Property Rights: Required when the purchase involves items with associated intellectual property rights
2. Due Diligence: Included when the purchase requires preliminary investigation or verification of the subject matter
3. Conditions Precedent: Used when completion is subject to certain conditions being met
4. Environmental Provisions: Required for transactions involving real estate or businesses with environmental implications
5. Employee Matters: Necessary when the purchase involves transfer of employees or employment-related obligations
6. Confidentiality: Added when sensitive information is exchanged during the transaction
7. Non-Competition: Included when there are concerns about competitive activities post-completion
8. Tax Matters: Required for complex transactions with specific tax implications
9. Insurance: Included when specific insurance requirements need to be maintained
1. Schedule 1 - Asset List: Detailed inventory of all assets included in the purchase
2. Schedule 2 - Specifications: Technical specifications or detailed descriptions of the purchase items
3. Schedule 3 - Payment Schedule: Detailed breakdown of payment terms and installments if applicable
4. Schedule 4 - Due Diligence Results: Summary of due diligence findings and any identified issues
5. Schedule 5 - Encumbrances: List of any existing liens, charges, or encumbrances on the subject matter
6. Schedule 6 - Required Consents: List of third-party consents required for the transaction
7. Appendix A - Deed of Transfer: Form of deed required for formal transfer under Dutch law
8. Appendix B - Completion Checklist: List of actions required for completion of the transaction
Appendices
Applicable Law
Assets
Business Day
Closing
Closing Date
Completion
Confidential Information
Consideration
Contract Price
Delivery
Delivery Date
Effective Date
Encumbrances
Force Majeure
Goods
Governing Law
Intellectual Property Rights
Liability
Losses
Material Adverse Change
Notary
Notice
Parties
Payment Terms
Permits
Purchase Price
Purchaser
Related Agreements
Representatives
Schedules
Security Interest
Seller
Signing Date
Specifications
Subject Matter
Tax
Term
Territory
Third Party
Transaction
Transfer
VAT
Warranties
Purchase Price
Payment Terms
Delivery
Transfer of Title
Warranties and Representations
Indemnification
Force Majeure
Confidentiality
Due Diligence
Conditions Precedent
Completion
Risk Allocation
Tax
Insurance
Intellectual Property
Liability
Assignment
Termination
Default
Remedies
Dispute Resolution
Governing Law
Amendment
Severability
Entire Agreement
Notices
Waiver
Third Party Rights
Compliance with Laws
Environmental Matters
Anti-Corruption
Data Protection
Further Assurance
Costs and Expenses
Real Estate
Manufacturing
Retail
Technology
Agriculture
Automotive
Energy
Healthcare
Professional Services
Construction
Maritime
Transport & Logistics
Consumer Goods
Industrial Equipment
Legal
Procurement
Sales
Finance
Operations
Compliance
Risk Management
Commercial
Business Development
Property Management
Asset Management
Legal Counsel
Commercial Director
Procurement Manager
Sales Manager
Business Development Manager
Contract Manager
Chief Financial Officer
Operations Manager
General Counsel
Compliance Officer
Risk Manager
Managing Director
Property Manager
Asset Manager
Transaction Manager
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