Document background
The Asset Purchase Agreement is a crucial document used in business transactions under Dutch law when a company wishes to acquire specific assets rather than shares in a business. This agreement is particularly relevant when parties want to cherry-pick certain assets while leaving behind liabilities or unwanted assets. It must comply with Dutch Civil Code requirements, particularly Books 3, 6, and 7, which govern property transfer, contractual obligations, and specific agreement types. The document typically includes detailed provisions about asset identification, valuation, transfer mechanics, warranties, and tax implications. It's especially important to address Dutch-specific requirements regarding employee rights, registration of certain assets, and tax treatment of the transfer. The agreement serves as the primary document governing the entire transaction process, from signing through to completion, and includes all necessary provisions to ensure a legally compliant asset transfer under Dutch law.
