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Deferred Purchase Agreement
1. Parties: Identification of the parties entering into the agreement, including full legal names, registration numbers, and addresses
2. Background: Context of the transaction and general intent of the parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Purchase and Sale: Core provisions detailing the asset/goods being purchased and sold
5. Purchase Price: Specification of the purchase price and payment structure, including deferred payment terms
6. Payment Terms: Detailed payment schedule, interest rates, and payment mechanics
7. Conditions Precedent: Any conditions that must be satisfied before the agreement becomes effective
8. Closing: Mechanics and requirements for completion of the initial transaction
9. Representations and Warranties: Standard representations and warranties from both parties
10. Covenants: Ongoing obligations of the parties during the deferred payment period
11. Risk and Title: Transfer of risk and title provisions, including any retention of title arrangements
12. Events of Default: Circumstances constituting default and consequences
13. Termination: Termination rights and procedures
14. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
15. Miscellaneous: Standard boilerplate provisions including notices, amendments, and entire agreement
1. Security Arrangements: Include when additional security for the deferred payments is required, such as guarantees or charges
2. Tax Provisions: Include for transactions where specific tax implications need to be addressed
3. Regulatory Compliance: Include when the transaction falls under specific regulatory requirements
4. Force Majeure: Include when specific force majeure provisions are needed beyond standard Danish law
5. Assignment and Transfer: Include when specific restrictions on transfer of rights are needed
6. Intellectual Property: Include when the purchase involves IP rights
7. Confidentiality: Include when specific confidentiality obligations are required
8. Parent Company Guarantee: Include when parent company support is required for the deferred payments
1. Schedule 1 - Asset Description: Detailed description of the assets or goods being purchased
2. Schedule 2 - Payment Schedule: Detailed payment timeline including amounts, dates, and calculation methods
3. Schedule 3 - Conditions Precedent: List of all conditions precedent and required documentation
4. Schedule 4 - Closing Requirements: Detailed list of closing deliverables and requirements
5. Schedule 5 - Form of Transfer Documents: Templates for any transfer documentation required at closing
6. Appendix A - Security Documents: Forms of any security documents required
7. Appendix B - Calculation of Interest: Detailed methodology for calculating applicable interest
8. Appendix C - Required Notices: Templates for required notices under the agreement
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