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Simple Asset Purchase Agreement
1. Parties: Identification and details of the seller and purchaser, including registration numbers for companies
2. Background: Context of the transaction and brief description of the asset being purchased
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including the asset description and purchase price
5. Purchase Price and Payment: Detailed payment terms, method of payment, and any adjustments
6. Closing: Timing and mechanics of the closing, including conditions precedent
7. Seller's Warranties: Basic warranties regarding ownership, authority to sell, and asset condition
8. Purchaser's Warranties: Basic warranties regarding authority to purchase and ability to pay
9. Title and Risk: Transfer of title and risk in the asset
10. Taxes and Costs: Allocation of transaction taxes and costs
11. Confidentiality: Basic confidentiality obligations regarding the transaction
12. Notices: How formal notices under the agreement should be given
13. Governing Law and Jurisdiction: Confirmation of Danish law and jurisdiction
14. Execution: Signature blocks and execution formalities
1. VAT: Detailed VAT provisions where the asset is subject to VAT
2. Registration: Requirements for registration of title transfer, particularly for real estate or vehicles
3. Employee Matters: Required when the asset purchase involves transfer of employees
4. Intellectual Property: Specific provisions for transfer of associated IP rights
5. Data Protection: Required when personal data is part of the transferred assets
6. Environmental Matters: Required for assets with environmental implications or risks
7. Condition and Investigation: Detailed provisions regarding asset inspection and condition verification
8. Post-Closing Covenants: Any obligations that continue after closing
9. Security Interests: Provisions dealing with existing security interests or creation of new ones
1. Asset Description: Detailed technical or legal description of the asset being purchased
2. Purchase Price Calculation: Details of how the purchase price was calculated, if complex
3. Encumbrances: List of any existing encumbrances on the asset
4. Required Consents: List of third-party or regulatory consents required
5. Form of Transfer Documents: Templates of any additional transfer documentation required
6. Due Diligence Findings: Summary of key due diligence findings and agreed actions
7. Closing Checklist: List of actions and documents required for closing
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