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Buy And Sell Agreement
1. Parties: Identification and details of the seller and buyer, including registration numbers and addresses
2. Background: Context of the transaction and brief description of the business rationale
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter of Sale: Detailed description of the goods or assets being sold
5. Purchase Price: The agreed purchase price, payment terms, and payment method
6. Delivery: Terms and conditions of delivery, including timing and location
7. Transfer of Title and Risk: When and how ownership and risk transfer from seller to buyer
8. Seller's Warranties: Standard warranties regarding ownership, condition, and quality of goods
9. Buyer's Warranties: Warranties from the buyer, typically regarding authority to enter into the agreement
10. Conditions Precedent: Conditions that must be met before the agreement becomes effective
11. Closing: Process and requirements for completing the transaction
12. Confidentiality: Obligations regarding confidential information
13. Governing Law and Jurisdiction: Confirmation of Danish law application and jurisdiction
14. Signatures: Execution blocks for all parties
1. Tax Matters: Include when specific tax arrangements or implications need to be addressed
2. Due Diligence: Include when buyer requires specific due diligence provisions or findings
3. Environmental Matters: Include when the sale involves assets with environmental implications
4. Employee Matters: Include when the sale affects employees or includes transfer of employees
5. Intellectual Property: Include when IP rights are part of the sale
6. Post-Closing Obligations: Include when parties have specific obligations after closing
7. Non-Competition: Include when seller needs to be restricted from competing
8. Force Majeure: Include when specific force majeure provisions are needed beyond standard law
9. Data Protection: Include when personal data processing is involved in the transaction
1. Asset Schedule: Detailed inventory of all assets included in the sale
2. Price Calculation: Detailed breakdown of the purchase price and any adjustments
3. Due Diligence Findings: Summary of key due diligence findings and any related warranties
4. Encumbrances: List of any existing encumbrances on the assets
5. Required Consents: List of third-party consents required for the transaction
6. Intellectual Property Register: Detailed list of any IP rights included in the sale
7. Employee Information: Details of any employees being transferred
8. Closing Checklist: List of all documents and actions required for closing
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