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Preliminary Sale Agreement
1. Parties: Identification and details of the seller and buyer, including full legal names, registration numbers (if companies), and addresses
2. Background: Context of the transaction, including brief description of the subject matter of the sale and parties' intentions
3. Definitions: Key terms used throughout the agreement, ensuring consistent interpretation
4. Subject Matter of Sale: Detailed description of what is being sold, including any specific inclusions or exclusions
5. Purchase Price and Payment Terms: Preliminary agreement on price, payment structure, and any deposits required
6. Due Diligence: Terms and conditions for the buyer's investigation of the sale object, including timeframes and access rights
7. Conditions Precedent: Conditions that must be satisfied before proceeding to the final sale agreement
8. Timeline and Process: Key dates and milestones for the transaction, including deadline for final agreement
9. Exclusivity: Seller's commitment not to negotiate with other potential buyers during the specified period
10. Confidentiality: Obligations regarding confidential information exchanged during the preliminary phase
11. Costs: Allocation of costs and expenses during the preliminary phase
12. Termination: Circumstances under which either party may terminate the preliminary agreement
13. Governing Law and Jurisdiction: Confirmation of Danish law as governing law and jurisdiction for disputes
14. Signatures: Execution block for all parties
1. Regulatory Approvals: Required when the transaction needs specific regulatory clearances before proceeding to final sale
2. Financing Conditions: Included when the buyer's obligation is contingent on obtaining specific financing
3. Property Inspection: Specific terms for physical inspection when dealing with real estate or substantial physical assets
4. Employee Matters: Required when the sale involves transfer of employees or labor law considerations
5. Intellectual Property: Needed when the sale includes IP rights that require special treatment or verification
6. Environmental Matters: Important when the sale involves assets with potential environmental liabilities
7. Break Fee: Terms for compensation if either party backs out under specific circumstances
8. Interim Operation: Guidelines for operation of the business/maintenance of assets during the preliminary period
1. Schedule 1 - Description of Sale Object: Detailed technical or legal description of what is being sold
2. Schedule 2 - Preliminary Price Calculation: Detailed breakdown of the preliminary purchase price components
3. Schedule 3 - Due Diligence Requirements: List of documents and information to be provided during due diligence
4. Schedule 4 - Timeline: Detailed timeline with all relevant dates and deadlines
5. Schedule 5 - Required Approvals: List of necessary regulatory or third-party approvals
6. Appendix A - Form of Final Sale Agreement: Draft or key terms of the contemplated final sale agreement
7. Appendix B - Due Diligence Access Protocol: Procedures and rules for conducting due diligence
8. Appendix C - Confidentiality Terms: Detailed confidentiality obligations and procedures
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