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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 and Interpretation: Definitions of key terms used in the agreement and rules of interpretation
4. Sale and Purchase: Core obligation to sell and purchase the subject matter
5. Purchase Price: Amount, currency, and composition of the purchase price
6. Payment Terms: When and how payment will be made, including any deposits or installments
7. Conditions Precedent: Any conditions that must be satisfied before completion
8. Completion: Requirements and process for completing the transaction
9. Seller's Warranties: Warranties given by the seller regarding the subject matter of the sale
10. Purchaser's Warranties: Basic warranties given by the purchaser, including capacity to enter into the agreement
11. Liability and Indemnification: Scope of liability and indemnification obligations
12. Confidentiality: Obligations regarding confidential information
13. Notices: How formal notices under the agreement should be given
14. Governing Law and Jurisdiction: Confirmation of Dutch law as governing law and jurisdiction for disputes
15. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments
16. Execution: Signature blocks and execution formalities
1. Tax: Include when there are specific tax implications or allocations that need to be addressed
2. Insurance: Include when insurance requirements need to be specified during the transition period
3. Intellectual Property: Include when the sale involves IP rights or licenses
4. Employee Matters: Include when the sale involves transfer of employees or employment-related obligations
5. Real Estate: Include when the sale involves real property or lease arrangements
6. Environmental Matters: Include when environmental risks or compliance needs to be addressed
7. Competition Law Compliance: Include when the transaction might have competition law implications
8. Data Protection: Include when personal data or databases are part of the sale
9. Post-Completion Obligations: Include when there are specific obligations that continue after completion
10. Non-Compete: Include when restrictions on future competition need to be addressed
1. Schedule 1 - Definitions: Detailed definitions of terms used in the agreement
2. Schedule 2 - Description of Assets: Detailed description of what is being sold
3. Schedule 3 - Seller's Warranties: Full list of warranties given by the seller
4. Schedule 4 - Completion Requirements: Detailed list of actions required at completion
5. Schedule 5 - Form of Transfer Documents: Templates of documents required for transfer
6. Appendix A - Disclosure Letter: Seller's disclosures against the warranties
7. Appendix B - Due Diligence Reports: Summary of due diligence findings (if applicable)
8. Appendix C - Financial Statements: Relevant financial information (if applicable)
9. Appendix D - Property Documents: Property-related documentation (if applicable)
10. Appendix E - Intellectual Property Register: List of IP rights included in the sale (if applicable)
Asset(s)
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Deed of Transfer
Disclosed
Disclosure Letter
Effective Date
Encumbrance
EUR
Group
Intellectual Property Rights
Long Stop Date
Loss
Material Adverse Change
Notice
Parties
Purchase Price
Purchaser
Seller
Signing Date
Tax
Transaction
Transaction Documents
Transfer
Warranties
Working Hours
Business
Claim
Competent Authority
Dispute
Due Diligence
Employees
Governmental Authority
Liability
Material Contract
Permitted Encumbrance
Related Persons
Representatives
Signing
Third Party
Title Documents
VAT
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Indemnification
Limitations of Liability
Confidentiality
Non-Competition
Non-Solicitation
Tax
Insurance
Force Majeure
Assignment
Intellectual Property
Data Protection
Employee Matters
Real Property
Environmental Matters
Regulatory Compliance
Anti-Corruption
Notices
Amendment
Waiver
Severability
Entire Agreement
Third Party Rights
Costs
Governing Law
Jurisdiction
Dispute Resolution
Counterparts
Due Diligence
Disclosure
Title and Risk
Security Interests
Further Assurance
Break Fee
Material Adverse Change
Termination
Real Estate
Manufacturing
Technology
Retail
Professional Services
Energy
Healthcare
Financial Services
Construction
Agriculture
Transportation
Telecommunications
Consumer Goods
Industrial Equipment
Legal
Finance
Commercial
Mergers & Acquisitions
Business Development
Compliance
Risk Management
Corporate Secretariat
Operations
Property Management
Investment
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Counsel
Corporate Lawyer
Commercial Director
Business Development Manager
Finance Director
Mergers & Acquisitions Manager
Contract Manager
Risk Manager
Compliance Officer
Investment Manager
Property Manager
Operations Director
Company Secretary
Transaction Manager
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