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1. Parties: Identification and details of the seller and purchaser
2. Background: Context of the transaction and brief description of what is being sold
3. Definitions: Definitions of key terms used throughout the agreement
4. Object of Sale: Detailed description of the goods or assets being sold
5. Purchase Price: The price, payment terms, and payment method
6. Transfer of Ownership: Terms and conditions for the transfer of title and risk
7. Delivery: Delivery terms, timing, and location
8. Warranties: Seller's warranties regarding the goods/assets
9. Representations: Parties' representations about their capacity and authority
10. Liability and Indemnification: Scope of liability and indemnification obligations
11. Force Majeure: Circumstances excusing performance of obligations
12. Termination: Grounds and procedure for termination
13. Governing Law and Jurisdiction: Application of Dutch law and jurisdiction of courts
14. General Provisions: Standard boilerplate clauses including notices, amendments, etc.
1. Conditions Precedent: Conditions that must be fulfilled before completion, used for complex transactions
2. Intellectual Property Rights: Required when the sale involves IP assets or rights
3. Regulatory Compliance: Needed when the sale is subject to specific regulatory requirements
4. Post-Completion Obligations: Used when parties have continuing obligations after completion
5. Installment Payments: Required when payment is to be made in installments
6. Security Arrangements: Needed when security is provided for payment obligations
7. Confidentiality: Required for transactions involving sensitive information
8. Non-Competition: Used when restricting seller's future competitive activities
9. Tax Provisions: Detailed tax arrangements, needed for complex transactions
10. Insurance: Required when specific insurance arrangements are part of the deal
1. Asset Schedule: Detailed list and description of assets being sold
2. Specification Schedule: Technical specifications of the goods
3. Payment Schedule: Detailed payment terms and installments if applicable
4. Due Diligence Report: Summary of findings from due diligence investigation
5. Encumbrances Schedule: List of any existing encumbrances on the assets
6. Required Consents: List of third-party consents required for the transaction
7. Transfer Documents: Forms and documents required for transfer of ownership
8. Warranty Provisions: Detailed warranty terms and conditions
Assets
Business Day
Closing
Closing Date
Completion
Confidential Information
Consideration
Delivery Date
Delivery Location
Effective Date
Encumbrance
Force Majeure Event
Goods
Intellectual Property Rights
Liability
Loss
Material Adverse Change
Parties
Purchase Price
Purchaser
Related Agreements
Representatives
Seller
Specification
Tax
Territory
Third Party
Transaction
Transfer Date
VAT
Warranties
Working Hours
Writing
Purchase Price
Payment Terms
Delivery
Transfer of Title
Transfer of Risk
Warranties
Representations
Due Diligence
Conditions Precedent
Completion Obligations
Post-Completion Obligations
Confidentiality
Non-Competition
Intellectual Property
Liability
Indemnification
Insurance
Force Majeure
Termination
Assignment
Notices
Amendment
Severability
Entire Agreement
Further Assurance
Costs
Tax
Dispute Resolution
Governing Law
Jurisdiction
Counterparts
Compliance with Laws
Data Protection
Anti-Corruption
Authority and Capacity
Third Party Rights
Manufacturing
Retail
Real Estate
Technology
Agriculture
Industrial
Automotive
Consumer Goods
Energy
Healthcare
Professional Services
Construction
Transportation
Wholesale
Mining
Telecommunications
Legal
Procurement
Finance
Commercial
Sales
Operations
Compliance
Risk Management
Supply Chain
Corporate Development
Business Development
General Management
Legal Counsel
Contract Manager
Procurement Manager
Commercial Director
Business Development Manager
Chief Financial Officer
Sales Director
General Counsel
Corporate Lawyer
Compliance Officer
Risk Manager
Operations Manager
Supply Chain Manager
Transaction Lawyer
Chief Executive Officer
Chief Legal Officer
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