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Agreement For Sale Of Business
I need an Agreement for Sale of Business under Danish law for the acquisition of a medium-sized manufacturing company, including specific provisions for machinery transfer and environmental compliance, with completion planned for March 2025.
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: Definitions of key terms 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, adjustments, and earn-out provisions if applicable
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
8. Completion: Mechanics of completion, including timing, location, and actions required
9. Warranties: Seller's warranties regarding the business, assets, and liabilities
10. Limitations on Seller's Liability: Limitations on warranty claims and general liability caps
11. Tax Matters: Tax-related provisions, including allocations and indemnities
12. Employees: Provisions regarding transfer of employees and related obligations
13. Post-Completion Obligations: Ongoing obligations after completion, including transition services if applicable
14. Non-Competition and Confidentiality: Non-compete restrictions and confidentiality obligations
15. Announcements and Confidentiality: Provisions regarding public announcements and information confidentiality
16. Notices: Process for formal notices between parties
17. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and entire agreement
18. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
1. Intellectual Property: Specific provisions for transfer of IP rights, used when the business has significant IP assets
2. Real Estate: Provisions regarding transfer of owned or leased properties, used when real estate is part of the transaction
3. Environmental Matters: Environmental warranties and indemnities, used for businesses with environmental risks
4. Data Protection: Specific GDPR compliance provisions, used when personal data is a significant aspect
5. Regulatory Approvals: Details of required regulatory approvals, used when specific sector regulations apply
6. Earn-out Provisions: Detailed earn-out calculations and conditions, used when part of purchase price is contingent on future performance
7. Pensions: Provisions regarding pension schemes, used when significant pension obligations exist
8. Bank Guarantees: Terms of any bank guarantees, used when required as security
9. Working Capital Adjustment: Detailed working capital adjustment mechanisms, used when price depends on working capital at completion
1. Schedule 1 - Definitions: Detailed definitions and interpretations
2. Schedule 2 - Business Description: Detailed description of the business being sold
3. Schedule 3 - Assets: Detailed list of assets included in the sale
4. Schedule 4 - Properties: Details of real estate assets or leases
5. Schedule 5 - Intellectual Property: List of IP rights being transferred
6. Schedule 6 - Employees: List of transferring employees and their key terms
7. Schedule 7 - Material Contracts: List of key contracts being transferred
8. Schedule 8 - Warranties: Detailed warranties given by the seller
9. Schedule 9 - Tax Covenant: Detailed tax indemnity provisions
10. Schedule 10 - Completion Requirements: Detailed list of completion deliverables
11. Appendix A - Latest Accounts: Copy of the latest financial statements
12. Appendix B - Disclosure Letter: Seller's disclosures against the warranties
Authors
Definitions
Sale and Purchase
Purchase Price
Purchase Price Adjustment
Earn-out
Conditions Precedent
Pre-completion Obligations
Completion
Post-completion Obligations
Warranties
Indemnities
Limitations on Liability
Tax Covenants
Employee Matters
Pensions
Property
Intellectual Property
Data Protection
Environmental Matters
Competition and Trade
Non-competition
Non-solicitation
Confidentiality
Announcements
Transfer of Assets
Transfer of Contracts
Assignment
Force Majeure
Insurance
Transition Services
Working Capital
Bank Guarantees
Security
Power of Attorney
Further Assurance
Costs
Notices
Severability
Entire Agreement
Amendments
Waiver
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Manufacturing
Retail
Technology
Professional Services
Healthcare
Real Estate
Financial Services
Construction
Hospitality
Transportation
Energy
Agriculture
Media and Entertainment
Education
Telecommunications
Legal
Finance
Mergers & Acquisitions
Corporate Development
Human Resources
Tax
Compliance
Risk Management
Business Development
Operations
Strategy
Integration
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Lawyer
General Counsel
M&A Director
Business Development Director
Finance Director
Company Secretary
Tax Director
HR Director
Commercial Director
Risk Manager
Compliance Officer
Integration Manager
Due Diligence Manager
Transaction Manager
Corporate Development Manager
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