Business Purchase Contract

Business Purchase Contract Template for Denmark

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Document background

The Business Purchase Contract serves as the primary transaction document for business acquisitions in Denmark, whether structured as an asset or share purchase. It is essential for any business sale transaction where the transfer of ownership needs to be documented comprehensively and in compliance with Danish law. The document incorporates necessary provisions under Danish commercial legislation, including the Danish Contracts Act (Aftaleloven) and Danish Purchase Act (Købeloven), while also addressing EU regulatory requirements where applicable. This contract type is crucial for establishing the terms of the transaction, including purchase price, payment mechanisms, warranties, and post-completion obligations. It provides protection for both seller and purchaser through detailed representations, warranties, and indemnities, while also addressing specific Danish legal requirements regarding employee rights, competition law, and data protection. The agreement should be tailored to the specific transaction while maintaining compliance with Danish legal frameworks and business practices.

Suggested Sections

1. Parties: Identification of the seller and purchaser, 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 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), purchase price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion of the purchase

6. Pre-Completion Obligations: Obligations of both parties between signing and completion, including business conduct requirements

7. Completion: Mechanics of completion, including timing, location, and actions required at completion

8. Warranties: Seller's warranties regarding the business, assets, and liabilities

9. Limitations on Seller's Liability: Limitations on warranty claims and other liability restrictions

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

11. Confidentiality: Obligations regarding confidential information and announcements

12. Governing Law and Jurisdiction: Confirmation of Danish law as governing law and jurisdiction for disputes

13. General Provisions: Standard boilerplate provisions including notices, amendments, and entire agreement

Optional Sections

1. Non-Competition: Restrictions on seller's future competitive activities - include when seller could compete with the business

2. Employee Matters: Specific provisions regarding employee transfers - include when employees are part of the transaction

3. Intellectual Property: Detailed IP transfer provisions - include when IP is a significant asset

4. Real Estate: Property transfer or lease provisions - include when real estate is part of the transaction

5. Environmental Matters: Environmental warranties and indemnities - include for businesses with environmental risks

6. Data Protection: GDPR compliance provisions - include when personal data is being transferred

7. Tax Covenant: Specific tax indemnities and arrangements - include for complex tax situations

8. Earn-out Provisions: Structure for additional payments based on future performance - include when price includes contingent payments

Suggested Schedules

1. Business Description: Detailed description of the business being purchased

2. Assets Schedule: Comprehensive list of assets included in the sale

3. Excluded Assets: List of assets specifically excluded from the sale

4. Properties: Details of owned or leased properties included in the sale

5. Intellectual Property Rights: List of all IP rights owned or used by the business

6. Employee Information: Details of all employees and their terms of employment

7. Material Contracts: List and copies of key business contracts

8. Completion Requirements: Detailed list of documents and actions required at completion

9. Warranties: Full set of warranties given by the seller

10. Disclosed Documents: List of documents disclosed against the warranties

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Business Purchase Contract Template for Denmark

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