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Share And Asset Purchase Agreement

Share And Asset Purchase Agreement Template for Denmark

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Share And Asset Purchase Agreement

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Document background
The Share and Asset Purchase Agreement (SAPA) is utilized in complex business transactions where a buyer wishes to acquire both shares in a company and specific assets, either from the same seller or related entities under Danish law. This document is particularly relevant when the transaction structure requires both corporate ownership transfer and individual asset acquisition, common in business restructurings, strategic acquisitions, or partial business transfers. The agreement must comply with Danish legal requirements, including the Danish Companies Act, Contract Act, and Transfer of Undertakings Act, while addressing specific considerations for share transfers, asset ownership, employment rights, and tax implications. It typically includes detailed provisions on purchase price mechanisms, warranties, indemnities, pre-completion and post-completion obligations, and various schedules detailing the shares and assets being transferred. The document serves as the primary transaction document, incorporating necessary safeguards and compliance measures required under Danish law.
Suggested Sections

1. Parties: Identification of seller(s), purchaser(s) and any guarantors

2. Background: Context of the transaction, including description of the target company and assets being transferred

3. Definitions and Interpretation: Defined terms and interpretation rules used throughout the agreement

4. Sale and Purchase: Core transaction terms covering both share and asset components

5. Purchase Price: Consideration structure, including payment terms and mechanisms

6. Conditions Precedent: Prerequisites that must be satisfied before completion

7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements

8. Completion: Mechanics and requirements for closing the transaction

9. Warranties: Seller's representations regarding the shares, company, and assets

10. Limitations on Seller's Liability: Restrictions and caps on warranty claims and general liability

11. Tax Covenants: Specific provisions regarding tax liabilities and indemnities

12. Confidentiality and Announcements: Obligations regarding transaction confidentiality and public communications

13. Non-Competition and Non-Solicitation: Restrictive covenants protecting the purchased business

14. Further Assurance: Obligations to take additional steps to give effect to the transaction

15. Assignment and Succession: Rules regarding transfer of agreement rights and obligations

16. Notices: Process and requirements for formal communications between parties

17. Governing Law and Jurisdiction: Danish law as governing law and jurisdiction provisions

Optional Sections

1. Earn-Out Provisions: Include when purchase price includes performance-based components

2. Employee Matters: Detailed provisions when significant employment transfers are involved

3. Intellectual Property Rights: Specific provisions for transactions involving significant IP assets

4. Real Estate Provisions: Detailed terms when significant real estate assets are included

5. Environmental Matters: Specific provisions for businesses with environmental risks or obligations

6. Data Protection: Detailed GDPR compliance provisions when significant personal data is involved

7. Transition Services: Include when seller will provide post-completion services

8. Regulatory Compliance: Specific provisions for heavily regulated industries

9. Bank Guarantees: Include when purchase price includes bank-guaranteed components

10. Working Capital Adjustment: Detailed mechanics when price includes working capital adjustment

Suggested Schedules

1. Details of the Company: Corporate information, shareholding structure, and subsidiaries

2. Transferred Assets: Detailed list and description of assets being transferred

3. Excluded Assets: List of assets specifically excluded from the transfer

4. Properties: Details of owned and leased real estate

5. Intellectual Property: List of transferred IP rights and registrations

6. Material Contracts: Key agreements affecting the business

7. Employee Information: Details of transferring employees and their terms

8. Warranties: Detailed warranties given by the seller

9. Tax Covenant: Detailed tax indemnity provisions

10. Completion Obligations: Detailed list of completion deliverables

11. Form of Transfer Documents: Templates for share transfer forms and other transfer documents

12. Disclosure Letter: Seller's disclosures against the warranties

13. Accounts: Recent financial statements and management accounts

14. Permitted Encumbrances: List of permitted liens and encumbrances on assets

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Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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