Afwikkelingsafspraak

Afwikkelingsafspraak is a Dutch term used in business and civil law to describe an agreement that governs the settlement and finalization of a transaction, dispute, or administrative process. It records how the steps toward completion are to be carried out, who is responsible for each step, and when payments and transfers must take place. The purpose is to create a clear, orderly process that reduces post-closing disputes and risk.

The term is used in several contexts. In mergers and acquisitions, an afwikkelingsafspraak may specify closing conditions, transfer of shares or assets, payment schedules, and the release of liabilities or guarantees. In civil litigation or arbitration, it can document the terms of a settlement, including payment of damages, waivers of claims, and dismissal of proceedings. In estate administration or the winding up of a company or partnership, it may govern the distribution of assets, settlement of debts, and discharge of liabilities. In insurance or banking settlements, it can outline claims handling and final payoff.

Typical content includes: the parties and scope; sequence of steps; responsibilities and coordination; the amount and timing of payments; transfer of ownership or rights; waivers and releases of claims; documents to be exchanged; timelines; governing law; dispute resolution; confidentiality; termination and remedies; conditions precedent and subsequent; and any force majeure or interim arrangements.

The afwikkelingsafspraak can be a standalone contract or a component of a larger transaction agreement. Its enforceability depends on the terms and applicable law, and it often works in tandem with a main purchase agreement, settlement agreement, or closing conditions. Drafting considerations emphasize clarity, specificity of steps, and explicit allocation of risks to avoid future disputes.