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Acquisition Purchase Agreement

Acquisition Purchase Agreement Template for Denmark

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Key Requirements PROMPT example:

Acquisition Purchase Agreement

I need an Acquisition Purchase Agreement under Danish law for a technology company share purchase, with specific provisions for IP rights transfer and employee retention, planned completion by March 2025.

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Document background
The Acquisition Purchase Agreement is the primary transaction document used in mergers and acquisitions under Danish law, essential for documenting the sale and purchase of businesses or companies. It is typically used when a buyer acquires either the shares of a company or its business assets, requiring careful consideration of Danish corporate law, employment regulations, competition rules, and tax implications. The agreement comprehensively addresses all aspects of the transaction, including detailed warranties, indemnities, conditions precedent, and post-closing obligations. It must comply with Danish legal requirements while following international best practices in M&A transactions. The document is crucial for both domestic Danish transactions and cross-border deals where Danish law governs the acquisition.
Suggested Sections

1. Parties: Identification of buyer, seller and any guarantors with full legal names and registration details

2. Background: Context of the transaction, description of the target business/company, and transaction rationale

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets) and basic deal structure

5. Purchase Price: Purchase price, payment terms, adjustments mechanisms, and earn-out provisions if applicable

6. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals

7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business restrictions

8. Completion: Mechanics of closing, including timing, location, and deliverables

9. Warranties: Seller's warranties regarding the business, company, and sale assets

10. Limitations on Seller's Liability: Limitations on warranty claims and general liability caps

11. Tax Covenant: Tax-related representations, indemnities, and obligations

12. Confidentiality and Announcements: Obligations regarding transaction confidentiality and public announcements

13. Post-Completion Obligations: Ongoing obligations after closing, including transition services if applicable

14. General Provisions: Standard boilerplate clauses including notices, amendments, governing law

Optional Sections

1. Non-Competition and Non-Solicitation: Restrictions on seller's future activities - include when selling owner-operated businesses or when seller could compete

2. Employee Matters: Specific provisions regarding employee transfers - required when transaction involves transfer of employees

3. Intellectual Property: Detailed IP provisions - include when IP is a crucial asset

4. Real Estate: Specific provisions for property transfers - include when real estate is a significant component

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

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

7. Earn-out Provisions: Detailed earn-out mechanics - include when deal includes performance-based payments

8. Escrow Arrangements: Escrow terms - include when part of purchase price is held in escrow

9. Parent Company Guarantee: Guarantee provisions - include when parent company backing is required

Suggested Schedules

1. Target Company Details: Corporate information, share capital, and organizational documents

2. Properties: List and details of owned and leased properties

3. Intellectual Property Rights: Schedule of IP rights, registrations, and licenses

4. Material Contracts: List and copies of key business contracts

5. Employee Information: Employee details, benefits, and employment terms

6. Insurance Policies: Details of insurance coverage

7. Bank Accounts and Borrowings: Financial facilities and banking relationships

8. Tax Affairs: Tax compliance history and outstanding matters

9. Disclosed Documents: List of documents disclosed against warranties

10. Completion Deliverables: Documents and items to be delivered at completion

11. Warranties: Detailed warranty schedule

12. Purchase Price Adjustment Mechanism: Detailed calculations and procedures for price adjustments

13. Form of Resignation Letters: Template resignation letters for outgoing directors

14. Form of Power of Attorney: Template powers of attorney required for completion

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Accounts
Accounts Date
Adjustment Amount
Agreed Form
Asset Register
Business
Business Day
Buyer
Claim
Completion
Completion Date
Completion Payment
Confidential Information
Consideration
Data Room
Disclosed
Disclosure Letter
Encumbrance
Environmental Laws
Environmental Permits
Escrow Account
Escrow Agent
Escrow Amount
Final Consideration
Financial Statements
Fundamental Warranties
Governmental Authority
Group
Intellectual Property Rights
Key Employees
Knowledge
Leased Properties
Liability
Losses
Management Accounts
Material Adverse Change
Material Contracts
Net Working Capital
Normal Business Hours
Owned Properties
Parties
Permits
Properties
Purchase Price
Related Persons
Relevant Authority
Seller
Seller's Group
Seller's Solicitors
Signing Date
Subsidiaries
Target Company
Target Group
Tax
Tax Authority
Tax Covenant
Tax Returns
Tax Warranties
Third Party
Transaction
Transaction Documents
Transfer
Transferred Assets
Transferred Employees
Warranties
Working Capital
Clauses
Parties and Definitions
Sale and Purchase
Purchase Price
Payment Terms
Price Adjustment
Conditions Precedent
Pre-Completion Covenants
Completion Mechanics
Post-Completion Obligations
Warranties
Fundamental Warranties
Tax Warranties
Environmental Warranties
Employment Warranties
Property Warranties
Intellectual Property Warranties
Indemnification
Limitations on Liability
Tax Covenants
Employee Transfer
Non-Competition
Non-Solicitation
Confidentiality
Public Announcements
Data Protection
Environmental Compliance
Regulatory Compliance
Competition Law
Corporate Authority
Share Transfer
Asset Transfer
Real Estate
Intellectual Property Rights
Material Contracts
Financial Statements
Working Capital
Bank Accounts
Insurance
Power of Attorney
Further Assurance
Assignment
Notices
Costs
Entire Agreement
Amendments
Severability
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Relevant Industries

Manufacturing

Technology

Healthcare

Retail

Professional Services

Real Estate

Financial Services

Industrial

Energy

Transportation

Consumer Goods

Telecommunications

Media & Entertainment

Construction

Agriculture

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Due Diligence

Tax

Treasury

Risk Management

Corporate Secretariat

Business Development

Integration

Compliance

Human Resources

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Development Director

M&A Director

Legal Counsel

Finance Director

Business Development Manager

Investment Manager

Corporate Secretary

Due Diligence Manager

Integration Manager

Risk Manager

Treasury Manager

Tax Director

Industries
Danish Contracts Act (Aftaleloven): Fundamental law governing contract formation, validity, and enforcement in Denmark. Essential for the basic structure and enforceability of the purchase agreement.
Danish Companies Act (Selskabsloven): Regulates corporate entities and share transfers in Denmark. Crucial for structuring the acquisition and ensuring compliance with corporate requirements.
Danish Competition Act (Konkurrenceloven): Governs merger control and competition aspects of business acquisitions. May require merger clearance depending on the size and nature of the transaction.
Danish Act on the Transfer of Undertakings (Virksomhedsoverdragelsesloven): Implements the EU Transfer of Undertakings Directive, protecting employee rights during business transfers.
Danish Bookkeeping Act (Bogføringsloven): Relevant for financial aspects of the acquisition, including requirements for financial records and accounting practices.
Danish Financial Statements Act (Ã…rsregnskabsloven): Important for financial due diligence and representations regarding financial statements in the purchase agreement.
Danish Capital Gains Tax Act (Aktieavancebeskatningsloven): Governs taxation of share transfers and must be considered for tax provisions in the agreement.
Danish GDPR Implementation Act (Databeskyttelsesloven): Regulates personal data processing aspects of the transaction, including transfer of customer and employee data.
Danish Marketing Practices Act (Markedsføringsloven): Relevant for provisions regarding transfer of intellectual property and marketing-related assets.
Danish Registration Tax Act (Registreringsafgiftsloven): May be relevant if the acquisition includes vehicles or other assets subject to registration tax.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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