Membership Interest Purchase Agreement

Membership Interest Purchase Agreement Template for Denmark

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Document background

The Membership Interest Purchase Agreement is a crucial transaction document used in Danish business acquisitions when purchasing ownership interests in a limited liability company (anpartsselskab or aktieselskab). This agreement is specifically tailored to comply with Danish legal requirements and business practices, incorporating necessary provisions from the Danish Companies Act (Selskabsloven) and other relevant legislation. It is typically used when acquiring partial or full ownership of a private company, documenting essential terms such as purchase price, warranties, indemnities, and closing conditions. The agreement needs to address specific Danish legal considerations, including corporate governance requirements, tax implications, and regulatory approvals. It serves as the primary document governing the rights and obligations of all parties involved in the transaction.

Suggested Sections

1. Parties: Identification of the Seller(s), Buyer(s), and the Company whose membership interests are being transferred

2. Background: Context of the transaction, including brief description of the Company and the purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including the membership interests being sold and purchased

5. Purchase Price: Details of the purchase price, payment terms, and any adjustments

6. Closing: Conditions precedent, closing mechanics, and timing

7. Seller's Warranties: Warranties regarding the seller's authority, ownership of interests, and the company's condition

8. Buyer's Warranties: Warranties regarding the buyer's authority and ability to complete the transaction

9. Pre-Closing Covenants: Obligations of parties between signing and closing

10. Tax Matters: Tax-related provisions, including allocations and indemnities

11. Confidentiality: Provisions regarding confidential information and announcements

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

13. Miscellaneous: Standard boilerplate provisions including notices, amendments, and entire agreement

Optional Sections

1. Purchase Price Adjustment: Detailed mechanisms for post-closing price adjustments based on working capital or other metrics

2. Earn-out Provisions: Include when part of the purchase price is contingent on future performance

3. Non-Competition and Non-Solicitation: Restrictions on seller's future activities, if relevant

4. Employee Matters: Include when specific provisions regarding employees are necessary

5. Intellectual Property Rights: Detailed IP provisions when IP is a significant company asset

6. Bank Financing: Include when transaction involves external financing

7. Environmental Matters: Include for companies with significant environmental exposure

8. Real Estate: Include when company owns or leases significant real estate assets

Suggested Schedules

1. Membership Interests Details: Detailed description of the membership interests being transferred

2. Company Information: Key details about the Company, including corporate documents and structure

3. Purchase Price Calculation: Detailed breakdown of purchase price and any adjustments

4. Closing Deliverables: List of documents and items to be delivered at closing

5. Seller's Warranties: Detailed warranties with any qualifications or disclosures

6. Material Contracts: List and copies of material contracts

7. Intellectual Property: Schedule of IP rights owned or licensed by the Company

8. Employee Information: Details of key employees and employment terms

9. Real Estate: Details of owned or leased properties

10. Permitted Encumbrances: List of permitted liens and encumbrances

11. Required Consents: List of required third-party or governmental consents

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