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Business Purchase And Sale Agreement
1. Parties: Identification of the seller and purchaser, including full legal names, registration numbers, and registered addresses
2. Background: Context of the transaction, brief description of the business, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms, including what is being sold (shares/assets) and the basic agreement to sell and purchase
5. Purchase Price: Statement of the purchase price, payment terms, and any price adjustment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including conduct of business requirements
8. Completion: Mechanics of completion, including timing, location, and actions required at completion
9. Warranties: Seller's warranties regarding the business, assets, and liabilities
10. Limitations on Seller's Liability: Limitations on warranty claims and other seller liabilities
11. Tax Covenants: Specific provisions dealing with tax matters and allocations
12. Confidentiality: Obligations regarding confidential information and announcements
13. Employees: Provisions regarding the transfer of employees and related obligations
14. Post-Completion Obligations: Ongoing obligations after completion, including transition services if applicable
15. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
1. Non-Compete Provisions: Restrictions on seller's future business activities - include when seller could potentially compete with the business
2. Environmental Matters: Specific provisions for businesses with environmental risks or compliance requirements
3. Intellectual Property: Detailed IP provisions when the business has significant IP assets
4. Real Estate: Specific provisions for transfer of property ownership or lease arrangements - include when real estate is a significant component
5. Data Protection: Detailed GDPR compliance provisions - include when business involves significant personal data processing
6. Earn-out Provisions: Structure for additional payments based on future performance - include when part of purchase price is contingent
7. Transition Services: Terms for post-completion services provided by seller - include when business continuity requires seller's ongoing support
8. Pensions: Specific provisions for transfer of pension obligations - include when business has significant pension arrangements
9. Insurance: Specific provisions regarding insurance arrangements - include when significant insurance matters need to be addressed
10. Third Party Consents: Process for obtaining required third party consents - include when key contracts require consent for transfer
1. Business Assets Schedule: Detailed list of all assets included in the sale
2. Excluded Assets Schedule: List of assets specifically excluded from the sale
3. Properties Schedule: Details of all real estate owned or leased by the business
4. Intellectual Property Schedule: List of all IP rights owned or used by the business
5. Employee Schedule: List of all employees and their key employment terms
6. Material Contracts Schedule: List and details of key business contracts
7. Warranties Schedule: Detailed warranties given by the seller
8. Tax Schedule: Detailed tax-related provisions and allocations
9. Completion Obligations Schedule: Detailed list of actions required at completion
10. Data Room Index: Index of due diligence materials provided
11. Disclosed Matters: Specific disclosures against the warranties
12. Form of Transfer Documents: Templates for various transfer documents required at completion
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