Company Purchase Agreement

Company Purchase Agreement Template for Denmark

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Document background

The Company Purchase Agreement is a crucial document used in corporate acquisitions under Danish law when one entity seeks to acquire ownership of another company. This comprehensive agreement serves as the primary transaction document, detailing all aspects of the company purchase including price, payment terms, warranties, and post-completion obligations. It must comply with Danish corporate law requirements, particularly the Danish Companies Act (Selskabsloven) and related regulations. The agreement is essential for both private and public company acquisitions, requiring careful consideration of employee rights, competition law, tax implications, and sector-specific regulations. It typically involves extensive due diligence and often requires coordination with various regulatory authorities.

Suggested Sections

1. Parties: Identification of the buyer and seller with full legal details

2. Background: Context of the transaction and brief description of the target company

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

4. Sale and Purchase: Core transaction terms including what is being sold and purchased

5. Purchase Price: Purchase price, payment terms, and any price adjustment mechanisms

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Obligations of parties between signing and completion

8. Completion: Mechanics and requirements for closing the transaction

9. Warranties: Seller's warranties about the company and business

10. Limitations on Seller's Liability: Limitations and caps on warranty claims and other liabilities

11. Tax Covenants: Specific provisions relating to tax matters and indemnities

12. Confidentiality: Obligations regarding confidential information

13. Announcements: Requirements for public announcements about the transaction

14. Further Assurance: Obligations to take further actions to give effect to the agreement

15. Assignment: Restrictions on transfer of rights under the agreement

16. Notices: Process for formal communications between parties

17. Governing Law and Jurisdiction: Confirmation of Danish law application and jurisdiction

Optional Sections

1. Non-Competition: Restrictions on seller's future competitive activities - include when seller remains active in the industry

2. Transitional Services: Services provided by seller post-completion - include when operational separation is needed

3. Employee Matters: Specific provisions for employee transfers - include when significant workforce is involved

4. Intellectual Property: Special IP provisions - include when IP is a key asset

5. Real Estate: Specific provisions for property transfers - include when real estate is material

6. Data Protection: GDPR compliance provisions - include when personal data is a significant factor

7. Environmental Matters: Environmental warranties and indemnities - include for manufacturing or industrial businesses

8. Earn-out Provisions: Performance-based additional payments - include when part of purchase price is contingent on future performance

Suggested Schedules

1. Schedule 1 - Company Details: Detailed information about the target company

2. Schedule 2 - Properties: List and details of real estate owned or leased

3. Schedule 3 - Intellectual Property: List of IP rights owned or licensed

4. Schedule 4 - Warranties: Detailed warranties about the company and business

5. Schedule 5 - Limitation of Liability: Detailed provisions on warranty limitations

6. Schedule 6 - Completion Obligations: Detailed list of completion deliverables

7. Schedule 7 - Employee Information: Details of employees and their terms

8. Schedule 8 - Material Contracts: List and details of key business contracts

9. Schedule 9 - Completion Accounts: Format and principles for completion accounts

10. Schedule 10 - Tax Covenant: Detailed tax indemnity provisions

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Company Purchase Agreement Template for Denmark

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