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Company Selling Agreement

Company Selling Agreement Template for Netherlands

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Key Requirements PROMPT example:

Company Selling Agreement

"I need a Company Selling Agreement under Dutch law for the sale of a mid-sized technology company, with specific provisions for intellectual property protection and an earn-out mechanism based on 2025 performance targets."

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Document background
The Company Selling Agreement is a fundamental transaction document used in Dutch corporate acquisitions when one entity wishes to sell its business to another. This comprehensive agreement is essential for documenting the sale process under Dutch law, whether structured as a share sale or asset transfer. It contains detailed provisions covering purchase price mechanisms, warranties, indemnities, and completion procedures, while ensuring compliance with Dutch corporate law requirements, including works council regulations and competition law considerations. The agreement is particularly crucial in protecting both parties' interests by clearly defining their rights and obligations, addressing potential risks, and establishing clear procedures for the transaction's completion. It must be drafted in accordance with Dutch legal requirements and commercial practice, often requiring input from various stakeholders including legal counsel, financial advisors, and corporate management.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s), including full legal names and registered addresses

2. Background: Context of the transaction, including brief description of the company being sold and transaction rationale

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including what is being sold and purchased

5. Purchase Price: Detailed description of the purchase price, payment terms, and any price adjustment mechanisms

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Obligations of both parties between signing and completion

8. Completion: Mechanics of completion, including timing, location, and actions required

9. Warranties: Seller's warranties regarding the company, its assets, and operations

10. Limitations on Liability: Limitations on seller's liability under the warranties and indemnities

11. Indemnities: Specific indemnities provided by the seller

12. Confidentiality: Obligations regarding confidential information

13. Announcements: Provisions regarding public announcements about the transaction

14. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction for dispute resolution

Optional Sections

1. Employee Matters: Specific provisions regarding employees and works council requirements - include when employees are significantly impacted

2. Tax Covenant: Detailed tax-related provisions - include when specific tax risks need to be addressed

3. Non-Competition: Restrictions on seller's future competitive activities - include when seller could pose competitive threat

4. Earn-out Provisions: Structure for additional payments based on future performance - include when part of purchase price is performance-based

5. Environmental Matters: Specific provisions regarding environmental liabilities - include for companies with environmental risks

6. Intellectual Property: Detailed IP provisions - include when IP is a significant company asset

7. Data Protection: GDPR compliance provisions - include when significant personal data is involved

8. Break Fee: Provisions for payment if transaction fails - include in high-value or complex transactions

9. Material Adverse Change: Provisions allowing withdrawal if material changes occur - include in volatile markets/industries

Suggested Schedules

1. Schedule 1 - Company Details: Detailed information about the target company, including corporate information and capital structure

2. Schedule 2 - Properties: List and details of all real estate owned or leased by the company

3. Schedule 3 - Intellectual Property: List of all IP rights owned or licensed by the company

4. Schedule 4 - Material Contracts: List and summary of all material contracts

5. Schedule 5 - Employees: List of employees and their key employment terms

6. Schedule 6 - Warranties: Detailed warranties given by the seller

7. Schedule 7 - Tax Matters: Specific tax-related warranties and indemnities

8. Schedule 8 - Completion Obligations: Detailed list of actions required at completion

9. Schedule 9 - Disclosed Matters: List of matters disclosed against the warranties

10. Appendix A - Completion Accounts: Form of completion accounts and accounting policies

11. Appendix B - Bank Details: Banking information for payment of purchase price

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

Retail

Financial Services

Professional Services

Healthcare

Real Estate

Energy

Transportation

Agriculture

Construction

Telecommunications

Media and Entertainment

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Risk & Compliance

Business Development

Treasury

Tax

Human Resources

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

M&A Director

Business Development Director

Finance Director

Company Secretary

Legal Counsel

Transaction Manager

Due Diligence Manager

Corporate Development Manager

Risk Manager

Compliance Officer

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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