Business Asset Transfer Agreement

Business Asset Transfer Agreement Template for Denmark

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Document background

The Business Asset Transfer Agreement is a crucial document used when one entity wishes to acquire specific assets of another entity's business in Denmark. This agreement is particularly relevant in situations where a complete share purchase is not desired or practical, and specific assets need to be carved out and transferred. The document must comply with Danish legal requirements, including the Danish Purchase Act (Købeloven), employee protection regulations, and relevant EU directives applicable in Denmark. It typically covers the transfer of tangible assets, intellectual property, contracts, and sometimes employees, while addressing Danish-specific considerations such as employment protection, competition law compliance, and tax implications. The agreement is structured to provide clear transfer mechanisms, warranties, and indemnities while ensuring all regulatory requirements under Danish law are met.

Suggested Sections

1. Parties: Identification of the seller and buyer, including full legal names, registration numbers, and registered addresses

2. Background: Context of the transaction, brief description of the business and assets being transferred

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

4. Sale and Purchase: Core transaction terms, including the assets being transferred and basic sale obligations

5. Purchase Price: Details of the purchase price, payment terms, and any adjustments

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

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

8. Completion: Details of the completion process, timing, and deliverables

9. Seller's Warranties: Warranties given by the seller regarding the business and assets

10. Buyer's Warranties: Basic warranties given by the buyer, including capacity to enter into the agreement

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

12. Post-Completion Obligations: Ongoing obligations after completion, including transition arrangements

13. Confidentiality: Provisions regarding confidential information and announcements

14. Notices: Process for giving formal notices under the agreement

15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

16. Execution: Signature blocks and execution formalities

Optional Sections

1. Employee Matters: Detailed provisions regarding the transfer of employees, to be included when employees are being transferred

2. Intellectual Property: Specific provisions for IP transfer and protection, required when significant IP assets are involved

3. Real Estate: Specific provisions for transfer of real estate assets, required when property is part of the transfer

4. Environmental Matters: Environmental warranties and indemnities, needed for businesses with environmental risks or liabilities

5. Data Protection: Specific provisions regarding transfer of personal data, required when significant customer or employee data is involved

6. Tax Covenant: Detailed tax-related provisions and indemnities, recommended for complex transactions with significant tax implications

7. Non-Competition: Non-compete and non-solicitation provisions, recommended when protecting customer relationships and business value

8. Earn-out Provisions: Details of any earn-out arrangement, included when part of the purchase price is contingent on future performance

9. Transitional Services: Details of any transitional services to be provided by the seller, needed when post-completion support is required

Suggested Schedules

1. Asset Schedule: Detailed list of all assets being transferred

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

3. Employees: List of transferring employees and their key employment terms

4. Intellectual Property Rights: Detailed list of all IP rights being transferred

5. Properties: Details of any real estate being transferred

6. Contracts: List of contracts being transferred

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

8. Warranties: Detailed warranties given by the seller

9. Bank Account Details: Payment details for the transfer of the purchase price

10. Form of Transfer Documents: Templates of specific transfer documents required for completion

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