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Buy Sell Agreement Template for Denmark

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Key Requirements PROMPT example:

Buy Sell Agreement

Document background
The Buy-Sell Agreement is a fundamental transaction document used in Danish business practice when transferring ownership of assets, shares, or entire businesses. It serves as the primary contract governing the sale transaction, incorporating requirements from Danish contract law, the Danish Sale of Goods Act, and other relevant legislation. This document is essential when parties need to formally document the terms of a sale, including specific conditions, warranties, and post-closing obligations. The agreement typically includes detailed provisions about the transaction structure, price mechanisms, representations and warranties, and risk allocation between parties. It's particularly important in the Danish context as it must comply with local corporate law requirements and business practices while providing adequate protection for both buyer and seller.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

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Relevant Industries
Relevant Teams
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Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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