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Buy Sell Agreement
1. Parties: Identification and details of the seller and buyer, including full legal names, registration numbers, and addresses
2. Background: Context of the transaction, including brief description of the asset/business being sold and the parties' intention to enter into the agreement
3. Definitions: Definitions of key terms used throughout the agreement to ensure clarity and consistent interpretation
4. Subject Matter of Sale: Detailed description of what is being sold, including any specific inclusions or exclusions
5. Purchase Price: The agreed purchase price, payment terms, method of payment, and any adjustments
6. Closing: Details of when and how the transaction will be completed, including conditions precedent and closing mechanics
7. Seller's Representations and Warranties: Statements of fact and guarantees provided by the seller regarding the sale object
8. Buyer's Representations and Warranties: Statements of fact and guarantees provided by the buyer, including ability to complete the purchase
9. Pre-Closing Covenants: Obligations of both parties between signing and closing
10. Indemnification: Terms for compensation in case of breach of warranties or other obligations
11. Confidentiality: Obligations regarding confidential information shared during the transaction
12. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for dispute resolution
13. Notices: Process and contact details for formal communications between parties
14. Execution: Signature blocks and execution formalities
1. Tax Matters: Specific provisions regarding tax treatment and obligations - include when tax implications are significant
2. Employee Matters: Provisions regarding employees if the sale involves transfer of staff - include in business sales
3. Intellectual Property: Specific provisions for IP transfer - include when IP assets are significant
4. Real Estate: Provisions specific to property transfer - include when real estate is involved
5. Environmental Matters: Environmental warranties and indemnities - include for industrial businesses or real estate
6. Competition and Trade Restrictions: Non-compete and similar provisions - include when protecting business value
7. Financing Provisions: Details of any financing arrangements - include when purchase price is not paid in full at closing
8. Post-Closing Covenants: Ongoing obligations after closing - include when continued cooperation is needed
1. Asset Schedule: Detailed list of all assets included in the sale
2. Excluded Assets Schedule: List of specific assets excluded from the sale
3. Contracts Schedule: List of contracts being transferred or requiring consent for transfer
4. Employee Schedule: List of employees and their key employment terms
5. Intellectual Property Schedule: Detailed list of IP rights included in the sale
6. Encumbrances Schedule: List of any existing liens, charges or encumbrances
7. Due Diligence Findings: Summary of key due diligence findings and disclosed matters
8. Purchase Price Calculation: Detailed breakdown of purchase price components and adjustments
9. Closing Checklist: List of all documents and actions required for closing
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