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Business Sale Agreement
1. Parties: Identification of the seller(s) and buyer(s) with full legal names and registration details
2. Background: Context of the transaction and brief description of the business being sold
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including what is being sold and purchase price
5. Purchase Price and Payment: Detailed payment terms, including payment method, timing, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including business conduct requirements
8. Completion: Mechanics of completion, including timing, location, and actions required
9. Warranties: Seller's warranties regarding the business, assets, and liabilities
10. Limitations on Seller's Liability: Limitations on warranty claims and general liability caps
11. Tax Covenants: Obligations regarding tax matters and allocation of tax liabilities
12. Employee Matters: Treatment of employees and related obligations under Danish employment law
13. Confidentiality: Obligations regarding confidential information and announcements
14. Post-Completion Obligations: Ongoing obligations after completion, including transition support
15. Governing Law and Jurisdiction: Confirmation of Danish law application and jurisdiction for disputes
1. Non-Compete Provisions: Restrictions on seller's future business activities - include when seller could compete with the business
2. Intellectual Property Rights: Specific provisions for IP transfer - include when IP is a significant business asset
3. Real Estate Provisions: Specific terms for property transfer - include when real estate is part of the sale
4. Environmental Matters: Environmental warranties and indemnities - include for businesses with environmental risks
5. Data Protection: GDPR compliance provisions - include when personal data processing is significant
6. Earn-out Provisions: Structure for additional payments based on future performance - include when part of purchase price is contingent
7. Bank Guarantees: Requirements for payment security - include when payment guarantees are required
8. Competition Clearance: Process for obtaining competition approval - include for larger transactions
9. Share Transfer Provisions: Specific requirements for share transfers - include for share sales rather than asset sales
10. Pensions: Treatment of pension schemes - include when significant pension obligations exist
1. Business Description: Detailed description of the business being sold
2. Assets Schedule: Comprehensive list of assets included in the sale
3. Excluded Assets: List of assets specifically excluded from the sale
4. Employee Information: Details of transferring employees, including terms and conditions
5. Properties: Details of any real estate included in the sale
6. Intellectual Property: List of IP rights, registrations, and licenses
7. Material Contracts: Key contracts being transferred with the business
8. Warranties: Detailed warranties given by the seller
9. Completion Obligations: Detailed list of documents and actions required at completion
10. Purchase Price Adjustment: Mechanism for adjusting the purchase price
11. Tax Covenant: Detailed tax-related provisions and indemnities
12. Bank Account Details: Payment account information for completion
13. Data Room Index: Index of due diligence materials provided
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