Transfer Of Business Ownership Agreement Template for Netherlands

1. Employee Provisions: Detailed provisions regarding transfer of employees, to be included when employees are transferring with the business

2. Intellectual Property: Specific provisions for IP transfer and protection, required when IP is a significant business asset

3. Real Estate: Provisions dealing with transfer of property rights, needed when real estate is part of the transaction

4. Environmental Matters: Specific provisions regarding environmental liabilities and compliance, relevant for businesses with environmental impacts

5. Tax Covenant: Detailed tax-related provisions and allocations, recommended for complex tax situations

6. Non-Competition: Restrictions on seller's future business activities, optional but common in most transactions

7. Earn-out Provisions: Structure for additional payments based on future performance, used when part of purchase price is contingent

8. Works Council Provisions: Required when the business has a works council that needs to be consulted

9. Bank Guarantees: Provisions regarding security for payment or performance, optional depending on transaction structure

10. Data Protection: Specific GDPR compliance provisions, required when personal data is a significant aspect of the business

1. Schedule 1 - Business Description: Detailed description of the business being transferred, including assets, contracts, and operations

2. Schedule 2 - Properties: List and details of all real estate and lease arrangements

3. Schedule 3 - Employees: List of transferring employees and their key employment terms

4. Schedule 4 - Intellectual Property: Inventory of all IP rights being transferred

5. Schedule 5 - Material Contracts: List and copies of key business contracts being transferred

6. Schedule 6 - Completion Deliverables: Detailed list of all documents and actions required at completion

7. Schedule 7 - Warranties: Full set of seller's warranties

8. Schedule 8 - Disclosed Matters: Disclosure against warranties

9. Schedule 9 - Permitted Encumbrances: List of permitted liens and encumbrances on assets

10. Appendix A - Completion Accounts Principles: Accounting principles and procedures for preparing completion accounts

11. Appendix B - Form Transfer Documents: Templates for various transfer documents required at completion