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Simple Business Sale Agreement

Simple Business Sale Agreement Template for Netherlands

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Key Requirements PROMPT example:

Simple Business Sale Agreement

"I need a Simple Business Sale Agreement for the sale of my Amsterdam-based coffee shop chain (3 locations) to a corporate buyer, including transfer of lease agreements and 15 employees, with completion planned for March 2025."

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Document background
The Simple Business Sale Agreement is a fundamental legal instrument used in the Netherlands for transferring business ownership from one party to another. This document is particularly suitable for straightforward business sales where the transaction structure is relatively uncomplicated and the parties seek a clear, comprehensive agreement that covers all essential aspects of the sale. It is designed to comply with Dutch legal requirements, including provisions from the Dutch Civil Code (Burgerlijk Wetboek) and relevant commercial regulations. The agreement typically includes provisions for the transfer of assets, employee matters, warranties, and completion mechanics, while being adaptable to various business types and sizes. It is commonly used by small to medium-sized enterprises for business transfers valued below significant merger control thresholds.
Suggested Sections

1. Parties: Identification and details of the seller and purchaser

2. Background: Context of the transaction and brief description of the business being sold

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core agreement to sell and purchase the business, including the scope of what is being transferred

5. Purchase Price: Amount, payment terms, and any adjustments to the purchase price

6. Completion: Details of when and how the transfer will be completed, including conditions precedent

7. Seller's Obligations: Key obligations of the seller before, during, and after completion

8. Purchaser's Obligations: Key obligations of the purchaser before, during, and after completion

9. Warranties: Basic warranties from the seller regarding ownership, authority, and business condition

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

11. Confidentiality: Obligations regarding confidential information and announcements

12. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes

Optional Sections

1. Employee Matters: Required if employees are being transferred with the business, addressing TUPE requirements

2. Intellectual Property: Required if significant IP assets are part of the sale

3. Property: Required if business premises are being transferred or assigned

4. Post-Completion Covenants: Include if non-compete or similar restrictions are required

5. Tax Covenant: Include for specific tax arrangements or indemnities

6. Data Protection: Required if personal data is being transferred as part of the business

7. Environmental Matters: Include if the business has significant environmental aspects or risks

8. Transitional Services: Include if the seller will provide services to the buyer post-completion

Suggested Schedules

1. Business Assets: Detailed list of all assets included in the sale

2. Excluded Assets: List of assets specifically excluded from the sale

3. Employee Information: Details of transferring employees and their terms of employment

4. Properties: Details of any business premises included in the sale

5. Intellectual Property Rights: List of all IP rights being transferred

6. Contracts: List of business contracts being transferred

7. Completion Obligations: Detailed list of actions required at completion

8. Warranties: Detailed warranties given by the seller

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

Retail

Hospitality

Professional Services

Manufacturing

Technology

Construction

Healthcare

Food and Beverage

Real Estate

Automotive

Education

Agriculture

Logistics

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Commercial

Risk & Compliance

Business Development

Executive Leadership

Relevant Roles

Business Owner

CEO

Managing Director

Legal Counsel

Corporate Lawyer

Business Broker

M&A Advisor

Finance Director

CFO

Business Development Manager

Commercial Director

Risk Manager

Compliance Officer

General Counsel

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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