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Short Form Asset Purchase Agreement for the Netherlands

Short Form Asset Purchase Agreement Template for Netherlands

A Short Form Asset Purchase Agreement under Dutch law is a concise legal document that facilitates the transfer of business assets from one party to another. It is designed for straightforward asset purchases where complex warranties and indemnities are not required. The agreement complies with Dutch Civil Code requirements and includes essential provisions for asset transfer, purchase price, completion mechanics, and basic warranties while maintaining brevity and clarity. This document is particularly suitable for small to medium-sized transactions in the Netherlands where the assets being transferred are clearly definable and the transaction structure is relatively simple.

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What is a Short Form Asset Purchase Agreement?

The Short Form Asset Purchase Agreement is utilized in the Netherlands when businesses need to execute straightforward asset transfers without the complexity of a full-scale purchase agreement. This document is particularly relevant for transactions where the assets are clearly identifiable and the deal structure is uncomplicated. It incorporates key provisions required under Dutch law while maintaining simplicity and efficiency. Typically used for small to medium-sized transactions, this agreement includes essential elements such as asset identification, purchase price, transfer mechanics, and basic warranties, while excluding elaborate provisions that might be found in more complex asset purchase agreements. The document ensures compliance with Dutch Civil Code requirements while remaining accessible and practical for business use.

What sections should be included in a Short Form Asset Purchase Agreement?

1. Parties: Identification of the Seller and Buyer with full legal names and registered addresses

2. Background: Brief context of the transaction and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including the assets being sold and purchased

5. Purchase Price: Amount, payment terms, and any adjustments

6. Completion: Timing and mechanics of closing the transaction

7. Seller's Warranties: Basic warranties regarding ownership, authority to sell, and asset condition

8. Buyer's Warranties: Basic warranties regarding authority to purchase and ability to pay

9. Confidentiality: Basic confidentiality obligations of both parties

10. Notices: How formal communications between parties should be made

11. General Provisions: Standard boilerplate including governing law, assignment, and entire agreement

What sections are optional to include in a Short Form Asset Purchase Agreement?

1. Tax Matters: Include when specific tax arrangements or allocations need to be addressed

2. Employee Matters: Required if the transaction involves transfer of employees

3. Intellectual Property: Include when IP assets are part of the purchase

4. Post-Completion Obligations: Add when specific actions are required after closing

5. Non-Competition: Include when seller restrictions are necessary post-sale

6. Third Party Consents: Required when asset transfer needs specific third party approvals

7. Data Protection: Include when personal data is involved in the transfer

8. Environmental Matters: Add when environmental liabilities or compliance is relevant

What schedules should be included in a Short Form Asset Purchase Agreement?

1. Schedule 1 - Asset List: Detailed inventory of all assets being transferred

2. Schedule 2 - Excluded Assets: List of specific assets excluded from the transaction

3. Schedule 3 - Purchase Price Calculation: Breakdown of purchase price components if complex

4. Schedule 4 - Completion Deliverables: List of documents and items to be delivered at completion

5. Schedule 5 - Seller's Warranties: Detailed warranties if extending beyond basic provisions

6. Appendix A - Form of Transfer Documents: Template documents required for asset transfer

7. Appendix B - Required Consents: List of required third-party approvals if applicable

Authors

Alex Denne

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

Jurisdiction

Netherlands

Publisher

Ƶ

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions























Clauses





























Relevant Industries

Manufacturing

Technology

Retail

Real Estate

Professional Services

Healthcare

Hospitality

Transportation

Construction

Energy

Agriculture

Media & Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Risk Management

Operations

Commercial

Executive Leadership

Business Development

Compliance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Counsel

Corporate Lawyer

Business Development Manager

Finance Director

Operations Director

Commercial Director

Mergers & Acquisitions Manager

Company Secretary

Risk Manager

Investment Manager

Asset Manager

Business Owner

Managing Director

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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