Business Sell Agreement

Business Sell Agreement Template for Denmark

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Document background

The Business Sale Agreement is a crucial document used in Danish corporate transactions when one entity wishes to sell its business operations to another. This comprehensive agreement, governed by Danish law, serves as the primary transaction document outlining all aspects of the business sale, including asset transfer, employee transitions, and ongoing obligations. It must comply with various Danish regulations, including the Danish Contracts Act (Aftaleloven), Company Act (Selskabsloven), and Transfer of Undertakings Act (Virksomhedsoverdragelsesloven). The document is particularly important as it provides legal protection for both parties, ensures proper transfer of ownership, and addresses key aspects such as warranties, indemnities, and post-completion obligations within the Danish legal framework.

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 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 and purchased

5. Purchase Price: Details 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

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

10. Limitations on Seller's Liability: Limitations on warranty claims and general liability caps

11. Tax Covenants: Provisions dealing with tax liabilities and indemnities

12. Employee Matters: Treatment of employees and related liabilities

13. Confidentiality: Obligations regarding confidential information

14. Non-Competition and Non-Solicitation: Restrictions on seller's future activities

15. Announcements and Publicity: Rules for public statements about the transaction

16. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes

17. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Intellectual Property: Specific provisions for transfer of IP rights, only needed if significant IP assets are involved

2. Real Estate: Provisions dealing with property transfers or lease assignments, required if real estate is part of the transaction

3. Environmental Matters: Specific provisions dealing with environmental liabilities and compliance, needed for businesses with environmental risks

4. Data Protection: Detailed GDPR compliance provisions, required if significant personal data is being transferred

5. Earn-out Provisions: Structure for additional payments based on future performance, optional if part of the commercial deal

6. Bank Guarantees: Requirements for bank guarantees or other security, optional depending on payment terms

7. Third Party Consents: Process for obtaining required third party consents, needed if key contracts require consent for transfer

8. Post-Completion Services: Transitional services to be provided by seller, optional based on buyer's needs

Suggested Schedules

1. Schedule 1 - Business Assets: Detailed list of all assets included in the sale

2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale

3. Schedule 3 - Properties: Details of any real estate included in the sale

4. Schedule 4 - Employees: List of transferring employees and their key employment terms

5. Schedule 5 - Material Contracts: List and copies of key business contracts

6. Schedule 6 - Intellectual Property: Details of all IP rights included in the sale

7. Schedule 7 - Warranties: Detailed warranties given by the seller

8. Schedule 8 - Disclosed Matters: Disclosure letter containing exceptions to warranties

9. Schedule 9 - Completion Obligations: Detailed list of actions required at completion

10. Schedule 10 - Form of Transfer Documents: Templates for various transfer documents required at completion

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