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Business Buy Sell Agreement Template for Denmark

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Business Buy Sell Agreement

Document background
The Business Buy Sell Agreement is a crucial document used in Danish business transactions when transferring ownership of a business from one party to another. It serves as the primary legal framework for the transaction, ensuring compliance with Danish legislation, including the Danish Companies Act, Contracts Act, and relevant EU regulations. This agreement is essential when conducting business transfers in Denmark, whether for small enterprises or larger corporations, and includes detailed provisions for asset transfer, employee rights protection, intellectual property assignment, and ongoing obligations. The document typically includes comprehensive warranties, indemnities, and specific closing conditions, tailored to meet the requirements of Danish corporate law and market practice. It's particularly important as it addresses unique aspects of Danish business transfers, such as employee consultation requirements and specific tax considerations.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

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Relevant Industries
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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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