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1. Parties: Identification and details of the seller and purchaser, including registration numbers for companies
2. Background: Context of the transaction and brief description of what is being purchased
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter of Sale: Detailed description of the goods or assets being purchased
5. Purchase Price: Amount, currency, and payment terms including VAT considerations
6. Payment Terms: Details of how and when payment will be made, including any installments
7. Delivery: Terms and conditions of delivery, timing, and transfer of risk
8. Transfer of Title: Conditions and timing for the transfer of legal ownership
9. Warranties: Seller's warranties regarding the goods/assets and standard business warranties
10. Representations: Statements of fact by both parties that they rely upon for the agreement
11. Conformity: Requirements for the goods to conform to the agreement specifications
12. Limitation of Liability: Limits on parties' liability under the agreement
13. Force Majeure: Provisions for unforeseen circumstances preventing performance
14. Termination: Circumstances under which the agreement can be terminated
15. Governing Law: Specification of Dutch law as governing law
16. Dispute Resolution: Process for resolving disputes, including jurisdiction
17. Notices: How formal communications between parties should be made
18. Entire Agreement: Confirmation that this document represents the complete agreement
19. Signing: Execution provisions and signature blocks
1. Conditions Precedent: Used when completion is subject to certain conditions being met first
2. Due Diligence: Include when purchaser needs to conduct investigations before completion
3. Intellectual Property: Required when IP rights are involved in the purchase
4. Confidentiality: Include when sensitive information is exchanged
5. Non-Competition: Used in business asset purchases to protect purchaser's interests
6. Tax Provisions: Include for complex transactions with specific tax implications
7. Employee Matters: Required when the purchase involves transfer of employees
8. Insurance: Include when specific insurance requirements need to be maintained
9. Data Protection: Required when personal data is involved in the transaction
10. Compliance with Laws: Include for regulated industries or specific compliance requirements
1. Asset Schedule: Detailed list and description of assets being purchased
2. Specification Schedule: Technical specifications of goods being purchased
3. Price Calculation: Detailed breakdown of purchase price components
4. Payment Schedule: Timeline of payments if involving installments
5. Form of Transfer Deed: Required for real estate or registered property transfers
6. Due Diligence Findings: Summary of due diligence results and outstanding items
7. Encumbrances: List of any existing encumbrances on the purchase items
8. Required Consents: List of third-party or regulatory consents needed
9. Warranty Exceptions: Specific exceptions to the warranties given
Retail
Manufacturing
Real Estate
Technology
Automotive
Agriculture
Energy
Construction
Professional Services
Healthcare
Consumer Goods
Industrial Equipment
Entertainment
Hospitality
Transportation
Education
Legal
Finance
Procurement
Sales
Commercial
Operations
Risk Management
Compliance
Business Development
Supply Chain
Account Management
Project Management
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Legal Counsel
Contract Manager
Procurement Manager
Sales Director
Business Development Manager
Commercial Director
Finance Manager
Operations Manager
Risk Manager
Compliance Officer
Project Manager
Supply Chain Manager
Account Manager
Asset Manager
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