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Contract For Sale Of Business
1. Parties: Identification of the seller(s) and buyer(s), including full legal names, registration numbers, and 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 (assets or shares) and the basic agreement to sell and purchase
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: Process for completion, including timing, location, and actions required by each party
9. Warranties: Seller's warranties about the business, its assets, and operations
10. Limitations on Seller's Liability: Limitations on warranty claims and other seller liabilities
11. Tax Covenants: Specific provisions relating to tax matters and allocations of tax liabilities
12. Post-Completion Obligations: Obligations after completion, including transition services and cooperation requirements
13. Non-Competition and Non-Solicitation: Restrictions on seller's future activities to protect the purchased business
14. Confidentiality: Provisions regarding confidential information and announcements
15. Assignment and Succession: Rules regarding transfer of rights under the agreement
16. Notices: Process for giving formal notices under the agreement
17. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
18. General Provisions: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Employee Matters: Detailed provisions about employee transfers, to be included when employees are transferring
3. Real Estate: Specific provisions for transfer of property ownership, needed when real estate is included in the sale
4. Intellectual Property: Detailed IP transfer provisions, important when IP is a significant asset
5. Environmental Matters: Specific provisions for environmental liabilities, important for manufacturing or industrial businesses
6. Data Protection: Detailed GDPR compliance provisions, necessary when significant personal data is involved
7. Bank Guarantees: Provisions regarding security for payment, used when required by the parties
8. Break Fee: Provisions regarding payment if the deal fails, used in larger or more complex transactions
1. Business Assets: Detailed list of all assets included in the sale
2. Excluded Assets: List of assets specifically excluded from the sale
3. Properties: Details of any real estate included in the sale
4. Intellectual Property Rights: List of all IP rights being transferred
5. Employee Information: Details of transferring employees and their terms of employment
6. Material Contracts: List and copies of key business contracts
7. Warranted Financial Statements: Recent financial statements of the business
8. Tax Computations: Relevant tax calculations and allocations
9. Completion Obligations: Detailed list of actions required at completion
10. Form of Tax Deed: Standard form tax deed to be executed at completion
11. Disclosed Matters: Information disclosed against the warranties
12. Working Capital Statement: Agreed form of working capital calculations if relevant
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