The Sale of Membership Interest Agreement is a crucial document used in Dutch corporate transactions when transferring ownership interests in a company, typically a BV (private limited company) or other business entity. This agreement is essential when shareholders or members wish to sell their stake in a company, whether partially or entirely. Under Dutch law, such transfers must typically be executed through a notarial deed, and this agreement serves as the foundational document outlining the transaction's terms. The document addresses key aspects including purchase price, payment terms, warranties, representations, conditions precedent, and post-closing obligations. It must comply with Dutch corporate law requirements while protecting both parties' interests and ensuring a smooth transition of ownership. The agreement is particularly important as it provides legal certainty and clear documentation of the transfer terms, which is crucial for corporate records, tax purposes, and future reference.

1. Parties: Identification of the Seller(s), Buyer(s), and the Company whose membership interests are being transferred

2. Background: Context of the transaction, including current ownership structure and purpose of the transfer

3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules used throughout the agreement

4. Sale and Purchase: Core transaction terms including the interests being sold and purchase price

5. Purchase Price and Payment: Detailed payment terms, including payment method, timing, and any adjustments

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

7. Completion: Mechanics of closing the transaction, including timing, location, and deliverables

8. Seller's Warranties: Representations and warranties regarding the seller and the membership interests

9. Buyer's Warranties: Representations and warranties from the buyer, including authority and capacity to purchase

10. Covenants and Undertakings: Ongoing obligations of the parties post-completion

11. Indemnification: Terms for compensation in case of breach or losses

12. Confidentiality: Provisions regarding confidential information and public announcements

13. Notices: Process and requirements for formal communications between parties

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

15. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments