The Entity Purchase Agreement is the primary transaction document used in business acquisitions under Dutch law. It is employed when one entity wishes to acquire another entity, whether through a share purchase or asset purchase structure. The agreement comprehensively addresses all aspects of the transaction, including purchase price mechanisms, warranties, indemnities, and closing conditions. It must comply with specific Dutch legal requirements, such as notarial execution for share transfers and potential works council consultation. The document typically includes detailed schedules and exhibits covering due diligence findings, disclosure matters, and specific arrangements regarding employees, assets, and liabilities. This agreement is crucial for both domestic Dutch transactions and cross-border acquisitions involving Dutch entities, requiring careful consideration of local corporate law, tax implications, and regulatory requirements.
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1. Parties: Identification of the seller(s), purchaser(s) and any guarantors
2. Background: Context of the transaction and brief description of the target entity
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including subject matter and purchase price
5. Purchase Price and Payment: Detailed price structure, payment terms, and any adjustment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before closing
7. Pre-Closing Obligations: Parties' obligations between signing and closing, including conduct of business
8. Closing: Mechanics and requirements for completion of the transaction
9. Warranties: Seller's representations and warranties about the target entity
10. Indemnities: Specific indemnification obligations of the parties
11. Limitations of Liability: Limitations on warranty claims and indemnification obligations
12. Confidentiality: Obligations regarding confidential information
13. Non-Competition and Non-Solicitation: Restrictions on seller's competing activities post-closing
14. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction provisions
15. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Earn-out Provisions: Used when part of purchase price is contingent on future performance
2. Employee Matters: Required when specific employee arrangements or transfers need to be addressed
3. Real Estate: Needed when target entity owns significant real estate assets
4. Intellectual Property: Important when IP assets are a key component of the transaction
5. Environmental Matters: Required for businesses with environmental risks or compliance obligations
6. Data Protection: Detailed provisions when significant personal data is involved
7. Transition Services: Used when seller will provide post-closing services to the target
8. Bank Financing: Required when purchase is contingent on third-party financing
9. Tax Covenant: Detailed tax arrangements beyond standard tax warranties
10. Works Council Provisions: Required when Dutch works council approval is needed
1. Definitions Schedule: Detailed definitions of terms used in the agreement
2. Warranties Schedule: Detailed seller warranties about the target entity
3. Disclosure Schedule: Seller's disclosures against the warranties
4. Target Entity Information: Details of target entity including corporate information and subsidiaries
5. Properties Schedule: List and details of real estate and material assets
6. Material Contracts: List and summary of key contracts
7. Intellectual Property Schedule: List of IP rights and registrations
8. Employee Information: Details of key employees and employment terms
9. Permitted Leakage: Agreed exceptions to no leakage covenant in locked box deals
10. Closing Actions: Detailed list of closing deliverables and actions
11. Data Room Index: Index of due diligence materials provided
12. Form of Notarial Deed: Required form for transfer of shares under Dutch law
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