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Business Sale Contract
1. Parties: Identification of the seller(s) and buyer(s) with full legal names, registration numbers, and addresses
2. Background: Context of the transaction, brief description of the business, and purpose of the agreement
3. Definitions: Defined terms used throughout the agreement, including Business, Completion Date, Purchase Price, etc.
4. Sale and Purchase: Core transaction terms including what is being sold and purchased
5. Purchase Price: Detailed breakdown of the purchase price, payment terms, and any adjustments
6. Completion: Mechanics of closing the transaction, including timing, location, and actions required
7. Pre-Completion Obligations: Seller's obligations regarding business operation between signing and completion
8. Warranties: Seller's warranties regarding the business, assets, liabilities, and operations
9. Tax Matters: Tax-related provisions, including allocations and indemnities
10. Employee Matters: Treatment of employees and related liabilities post-completion
11. Confidentiality: Obligations regarding confidential information and announcements
12. Governing Law and Jurisdiction: Specification of Danish law and jurisdiction arrangements
13. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Intellectual Property Rights: Detailed section required when IP is a significant business asset
3. Property Matters: Required when real estate is a significant component of the business
4. Environmental Matters: Necessary for businesses with environmental impacts or risks
5. Data Protection: Detailed section required when significant personal data processing is involved
6. Competition Restrictions: Non-compete and non-solicitation provisions if required
7. Transition Services: Used when post-completion services are needed from the seller
8. Debt and Security Arrangements: Required when dealing with existing debt or security arrangements
9. Group Structure: Necessary for sales involving corporate groups or multiple entities
1. Business Assets: Detailed list of all assets included in the sale
2. Excluded Assets: List of assets specifically excluded from the sale
3. Properties: Details of owned and leased properties
4. Intellectual Property: List of all IP rights, registrations, and licenses
5. Employee Information: List of employees, their terms, and benefits
6. Material Contracts: Key business contracts and agreements
7. Financial Statements: Recent financial statements and management accounts
8. Tax Information: Tax returns and related documentation
9. Completion Obligations: Detailed list of documents required at completion
10. Warranties: Detailed warranties and any specific limitations
11. Data Room Index: Index of due diligence materials provided
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