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Business Transfer Agreement
1. Parties: Identification of the seller and buyer, including full legal names, registration numbers, and addresses
2. Background: Context of the transaction, brief description of the business being transferred, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms defining what is being sold and purchased
5. Purchase Price: Details of the purchase price, payment terms, and any adjustments
6. Assets: Specification of assets included in the transfer
7. Excluded Assets: Clear identification of assets excluded from the transfer
8. Liabilities: Assignment and assumption of liabilities, including excluded liabilities
9. Employees: Treatment of employees, transfer terms, and compliance with Danish Transfer of Undertakings Act
10. Conditions Precedent: Conditions that must be satisfied before completion
11. Pre-Completion Obligations: Parties' obligations between signing and completion
12. Completion: Mechanics and requirements for closing the transaction
13. Seller's Warranties: Warranties given by the seller regarding the business
14. Buyer's Warranties: Warranties given by the buyer
15. Tax Matters: Tax treatment, allocations, and indemnities
16. Confidentiality: Obligations regarding confidential information
17. Announcements: Requirements for public announcements about the transaction
18. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
1. Post-Completion Adjustments: Used when the final purchase price depends on completion accounts or other post-completion calculations
2. Intellectual Property: Detailed section required when IP assets are a significant part of the business
3. Real Estate: Required when the business transfer includes property interests
4. Environmental Matters: Necessary for businesses with environmental risks or compliance requirements
5. Non-Competition: Required when restricting seller's future competitive activities
6. Transition Services: Used when seller will provide services to buyer post-completion
7. Data Protection: Detailed section required when significant personal data is involved
8. Pensions: Required when pension schemes are being transferred
9. Earn-out Provisions: Used when part of purchase price is contingent on future performance
10. Break Fee: Optional provisions for payment if transaction fails to complete
1. Assets Schedule: Detailed list of all assets included in the transfer
2. Excluded Assets Schedule: Detailed list of assets explicitly excluded from the transfer
3. Employee Schedule: List of transferring employees and their key employment terms
4. Properties Schedule: Details of any real estate included in the transfer
5. Intellectual Property Schedule: List of all IP rights being transferred
6. Material Contracts Schedule: Key contracts being transferred
7. Completion Requirements: Detailed list of documents and actions required at completion
8. Warranties Schedule: Detailed seller's warranties
9. Disclosed Matters: Information disclosed against the warranties
10. Working Capital Statement: Target working capital calculation and adjustment mechanics
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