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The LOI Purchase Agreement is a crucial document in Danish M&A transactions, serving as a bridge between initial negotiations and the final purchase agreement. It is typically used when parties have reached a preliminary understanding on key commercial terms but require a structured framework for further negotiations and due diligence. The document combines both non-binding elements (such as proposed purchase price and structure) and binding provisions (typically confidentiality, exclusivity, and governing law) under Danish jurisdiction. This type of agreement is particularly important in complex transactions where parties need to outline their intentions and protect their interests during the negotiation phase while maintaining flexibility to adjust terms based on due diligence findings. The LOI Purchase Agreement helps establish clear expectations, timelines, and responsibilities while providing certain legal protections under Danish law during the negotiation process.

1. Parties: Identification of the parties entering into the LOI, including full legal names, registration numbers, and addresses

2. Background: Context of the proposed transaction, including brief description of the business/asset being purchased and the parties' current relationship

3. Definitions: Key terms used throughout the document, ensuring consistent interpretation

4. Proposed Transaction: Overview of the intended purchase, including basic structure and scope

5. Purchase Price and Payment Terms: Preliminary indication of the purchase price range and proposed payment structure

6. Due Diligence: Framework for the due diligence process, including scope, timeline, and access to information

7. Exclusivity: Terms of exclusive negotiation period, preventing seller from engaging with other potential buyers

8. Confidentiality: Binding provisions regarding the treatment of confidential information exchanged during negotiations

9. Timeline: Proposed schedule for key milestones including due diligence, definitive agreement negotiation, and closing

10. Binding Effect: Clear statement of which provisions are binding (typically confidentiality, exclusivity, and governing law) and which are non-binding

11. Costs: Allocation of costs and expenses incurred during the negotiation process

12. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for dispute resolution