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Business Buy Sell Agreement
1. Parties: Identification of the seller(s) and buyer(s), including full legal names, registration numbers, and registered addresses
2. Background: Context of the transaction, including brief description of the business and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms, including what is being sold and purchased
5. Purchase Price: Detailed breakdown of the purchase price, payment terms, and payment mechanisms
6. Closing: Conditions precedent, closing mechanics, and timing
7. Seller's Warranties: Comprehensive warranties regarding the business, assets, liabilities, and operations
8. Buyer's Warranties: Warranties from the buyer regarding authority to enter into the agreement and financial capacity
9. Pre-Closing Obligations: Obligations of both parties between signing and closing, including business operation requirements
10. Post-Closing Obligations: Continuing obligations after closing, including transition services and non-compete provisions
11. Indemnification: Indemnification obligations and procedures for both parties
12. Confidentiality: Confidentiality obligations regarding the transaction and business information
13. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
14. General Provisions: Standard provisions including notices, amendments, entire agreement, and severability
1. Employee Matters: Detailed provisions regarding employee transfers and obligations - required when employees are being transferred
2. Intellectual Property: Specific provisions for IP transfer and protection - required for businesses with significant IP assets
3. Real Estate: Provisions regarding transfer of property ownership or lease agreements - required when real estate is involved
4. Environmental Matters: Environmental warranties and indemnities - required for businesses with environmental risks or obligations
5. Data Protection: GDPR compliance and data transfer provisions - required when personal data is being transferred
6. Earn-out Provisions: Structure for additional payments based on future performance - optional for deals with performance-based pricing
7. Bank Financing: Provisions related to external financing - required when bank financing is part of the transaction
8. Competition Compliance: Specific provisions ensuring compliance with competition law - required for larger transactions
1. Schedule 1 - Business Assets: Detailed inventory of all assets included in the sale
2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3 - Employee Information: Details of all employees, their terms, and conditions
4. Schedule 4 - Financial Statements: Recent financial statements and management accounts
5. Schedule 5 - Material Contracts: List and copies of all material contracts
6. Schedule 6 - Intellectual Property: Details of all IP rights owned or used by the business
7. Schedule 7 - Properties: Details of owned or leased properties
8. Schedule 8 - Warranties: Detailed warranties and any disclosed exceptions
9. Schedule 9 - Encumbrances: List of all encumbrances on business assets
10. Schedule 10 - Closing Deliverables: List of all documents and items to be delivered at closing
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