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Forward Purchase Agreement
1. Parties: Identification and details of the buyer and seller, including registration numbers and addresses
2. Background: Context of the agreement and brief description of the transaction
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase Obligation: Core obligation to sell and purchase the subject matter at the future date
5. Purchase Price and Payment Terms: Specification of price, payment mechanism, and timing
6. Conditions Precedent: Conditions that must be satisfied before the forward purchase obligation becomes effective
7. Completion Mechanics: Detailed process for executing the purchase when the forward date arrives
8. Representations and Warranties: Standard and transaction-specific warranties from both parties
9. Covenants: Ongoing obligations of the parties until completion
10. Risk and Title: Transfer of risk and ownership provisions
11. Term and Termination: Duration of agreement and circumstances allowing early termination
12. Force Majeure: Provisions for handling events beyond parties' control
13. Confidentiality: Obligations regarding confidential information
14. Notices: Process for formal communications between parties
15. Governing Law and Jurisdiction: Confirmation of Danish law and jurisdiction
1. Security Arrangements: Include when additional security for the forward purchase is required
2. Price Adjustment Mechanism: Include when the purchase price may be adjusted based on specified factors
3. Third Party Rights: Include when rights are to be granted to third parties
4. Anti-corruption Compliance: Include for international transactions or when required by corporate policies
5. Environmental Compliance: Include when the subject matter involves environmental considerations
6. Parent Company Guarantee: Include when parent company support is required
7. Break Fee: Include when parties agree to compensation for early termination
8. Step-in Rights: Include when one party needs the right to take over certain obligations
1. Asset Description: Detailed description of the subject matter of the forward purchase
2. Price Calculation: Detailed methodology for calculating the final purchase price
3. Completion Requirements: Checklist of documents and actions required at completion
4. Form of Transfer Documents: Templates for documents to be executed at completion
5. Due Diligence Results: Summary of key due diligence findings and any resulting obligations
6. Warranty Schedule: Detailed warranties and any specific limitations
7. Security Documentation: Forms of any required security documents
8. Required Consents: List of third-party consents required for completion
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