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Business Acquisition Agreement

Business Acquisition Agreement Template for Netherlands

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Key Requirements PROMPT example:

Business Acquisition Agreement

"I need a Business Acquisition Agreement under Dutch law for the purchase of a technology company through a share deal, with specific provisions for intellectual property protection and an earn-out mechanism based on 2025 performance targets."

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Document background
The Business Acquisition Agreement is a fundamental transaction document used in the Netherlands for corporate mergers and acquisitions. It is essential when one company intends to acquire another company's business, either through a share purchase or asset acquisition. The agreement must comply with Dutch legal requirements, including the Civil Code (Burgerlijk Wetboek), Competition Act (Mededingingswet), and relevant employment laws. It typically includes detailed provisions on purchase price mechanisms, warranties and indemnities, pre-closing covenants, and completion requirements. The document is particularly important as it must address specific Dutch legal concepts such as notarial requirements for share transfers, works council consultation rights, and transfer of undertaking provisions. It serves as the primary reference point for all aspects of the transaction and future relationships between the parties.
Suggested Sections

1. Parties: Identification of the buyer, seller, and any guarantors or other relevant parties to the agreement

2. Background: Context of the transaction, including brief description of the target business and purpose of the agreement

3. Definitions: Defined terms used throughout the agreement, including specific Dutch legal terminology where relevant

4. Sale and Purchase: Core transaction terms, including what is being sold (shares/assets), purchase price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals and third-party consents

6. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements

7. Completion: Mechanics of closing, including timing, location, and actions required at completion

8. Warranties: Seller's representations about the business, assets, liabilities, and other material aspects

9. Indemnities: Specific indemnities for identified risks and general indemnification provisions

10. Limitations on Liability: Caps, thresholds, and time limits on warranty and indemnity claims

11. Confidentiality: Obligations regarding confidential information and announcements

12. Non-Competition and Non-Solicitation: Post-completion restrictions on seller's competitive activities

13. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction provisions

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Employee Matters: Detailed provisions regarding transfer of employees, to be included when employees are significantly impacted

2. Real Estate: Specific provisions for transfer of real estate assets, required when property forms significant part of transaction

3. Intellectual Property: Detailed IP transfer provisions, essential for technology or brand-focused businesses

4. Environmental Matters: Specific provisions for environmental liabilities and compliance, necessary for industrial businesses

5. Data Protection: GDPR compliance provisions, required when personal data processing is significant

6. Earn-out Provisions: Detailed mechanics for contingent payments, included when part of purchase price is performance-based

7. Works Council Provisions: Required when Dutch works council consultation is necessary

8. Bank Guarantees: Include when payment security or performance guarantees are required

9. Tax Covenant: Detailed tax indemnity and allocation provisions, particularly important in share deals

10. Transitional Services: Include when post-completion services are needed from seller

Suggested Schedules

1. Definitions Schedule: Comprehensive list of defined terms used in the agreement

2. Target Company Details: Corporate information, shareholding structure, and subsidiaries

3. Properties Schedule: Details of owned and leased real estate

4. Employee Schedule: List of employees, their terms, and benefits

5. Material Contracts: Key business agreements and commitments

6. Intellectual Property Schedule: List of IP rights, registrations, and licenses

7. Warranties Schedule: Detailed warranties given by the seller

8. Disclosure Schedule: Seller's disclosures against warranties

9. Completion Requirements: Detailed list of completion deliverables and actions

10. Form of Transfer Deed: Dutch law notarial deed format for share/asset transfer

11. Working Capital Statement: Agreed form of working capital calculation

12. Data Room Index: List of due diligence materials provided

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions
Clauses












































Relevant Industries

Manufacturing

Technology

Real Estate

Financial Services

Healthcare

Retail

Energy

Professional Services

Telecommunications

Transportation and Logistics

Media and Entertainment

Consumer Goods

Industrial Services

Life Sciences

Agriculture

Relevant Teams

Legal

Finance

Mergers & Acquisitions

Corporate Development

Risk Management

Compliance

Strategy

Business Development

Corporate Secretariat

Treasury

Tax

Human Resources

Operations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Development Director

Head of Mergers & Acquisitions

Legal Director

Finance Director

Business Development Manager

Investment Manager

Corporate Secretary

Risk Manager

Compliance Officer

Integration Manager

Strategy Director

Transaction Manager

Industries










Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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