The Buy Out Agreement is a critical transaction document used in Danish business acquisitions when one party wishes to purchase either the shares or assets of a business from its current owner(s). This agreement is essential in the Danish market where business transfers must comply with specific local corporate, employment, and tax regulations. The document typically includes detailed provisions on purchase price mechanisms, warranties, indemnities, and closing conditions, all structured in accordance with Danish law principles. It's particularly important in private company transactions and requires careful consideration of the Danish Companies Act (Selskabsloven), employee transfer regulations, and tax implications. The agreement serves as the cornerstone document in documenting the transaction terms and protecting both buyers' and sellers' interests throughout the acquisition process.
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Key Requirements PROMPT example:
Buy Out Agreement
I need a Buy Out Agreement under Danish law for the purchase of 100% shares in a technology company, with completion scheduled for March 1, 2025, including standard warranties and a non-compete clause for key shareholders.
1. Parties: Identification of the seller(s) and buyer(s), including full legal names and registration details
2. Background: Context of the transaction, including brief description of the business and reason for the buy-out
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets) and purchase price
5. Payment Terms: Structure and timing of payments, including any earn-out or adjustment mechanisms
6. Closing Conditions: Prerequisites that must be met before the transaction can complete
7. Pre-Closing Obligations: Parties' obligations between signing and closing
8. Closing Mechanics: Detailed process for completion of the transaction
9. Sellers' Warranties: Representations and warranties about the business, assets, and liabilities
10. Limitations of Liability: Limitations on sellers' liability for warranty breaches and claims
11. Post-Closing Covenants: Ongoing obligations after closing, including non-compete provisions
12. Tax Matters: Tax-related provisions and allocations of responsibility
13. Confidentiality: Obligations regarding confidential information
14. Announcements: Provisions regarding public announcements about the transaction
15. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
16. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Employee Matters: Specific provisions regarding employees when the transaction involves significant workforce transfer
2. Intellectual Property Rights: Detailed IP provisions when the business involves significant IP assets
3. Real Estate: Specific provisions for transfer of property ownership or lease arrangements
4. Environmental Matters: Environmental warranties and indemnities for businesses with environmental risks
5. Third Party Consents: Provisions regarding obtaining necessary third-party approvals
6. Transitional Services: Terms for post-closing services provided by seller to ensure business continuity
7. Bank Financing: Provisions relating to external financing when the purchase is bank-funded
8. Competition Clearance: Specific provisions when the transaction requires competition authority approval
1. Schedule 1 - The Business: Detailed description of the business being transferred
2. Schedule 2 - Properties: List and details of all real estate owned or leased
3. Schedule 3 - Intellectual Property: List of all IP rights including registrations and licenses
4. Schedule 4 - Material Contracts: List and copies of key business contracts
5. Schedule 5 - Employees: List of employees with key terms of employment
6. Schedule 6 - Warranties: Detailed warranties given by the sellers
7. Schedule 7 - Tax Covenant: Detailed tax indemnity provisions
8. Schedule 8 - Completion Obligations: Detailed list of actions required at completion
9. Schedule 9 - Properties Title Documents: Copies of property ownership or lease documentation
10. Schedule 10 - Accounts: Recent financial statements and management accounts
Authors
Relevant legal definitions
Accounts
Accounts Date
Affiliate
Agreement
Board
Business
Business Day
Buyer
Closing
Closing Date
Company
Completion
Completion Date
Confidential Information
Consideration
Data Room
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Group
Intellectual Property Rights
Key Employees
Knowledge
Liabilities
Locked Box Accounts
Locked Box Date
Long Stop Date
Loss
Management Accounts
Material Adverse Change
Material Contracts
Parties
Permitted Encumbrances
Properties
Purchase Price
Seller
Seller's Group
Shares
Signing Date
Subsidiaries
Tag-along Rights
Target Company
Tax
Tax Authority
Tax Covenant
Tax Warranties
Third Party
Transaction
Transaction Documents
Transfer
Warranties
Working Capital
Accounts Date
Affiliate
Agreement
Board
Business
Business Day
Buyer
Closing
Closing Date
Company
Completion
Completion Date
Confidential Information
Consideration
Data Room
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Group
Intellectual Property Rights
Key Employees
Knowledge
Liabilities
Locked Box Accounts
Locked Box Date
Long Stop Date
Loss
Management Accounts
Material Adverse Change
Material Contracts
Parties
Permitted Encumbrances
Properties
Purchase Price
Seller
Seller's Group
Shares
Signing Date
Subsidiaries
Tag-along Rights
Target Company
Tax
Tax Authority
Tax Covenant
Tax Warranties
Third Party
Transaction
Transaction Documents
Transfer
Warranties
Working Capital
Clauses
Interpretation
Sale and Purchase
Purchase Price
Purchase Price Adjustment
Completion Conditions
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Limitations on Liability
Indemnification
Tax Covenants
Employee Matters
Non-Competition
Non-Solicitation
Confidentiality
Announcements
Data Protection
Intellectual Property
Real Estate
Assignment
Force Majeure
Notices
Further Assurance
Costs
Entire Agreement
Amendments
Waiver
Severability
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Sale and Purchase
Purchase Price
Purchase Price Adjustment
Completion Conditions
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Limitations on Liability
Indemnification
Tax Covenants
Employee Matters
Non-Competition
Non-Solicitation
Confidentiality
Announcements
Data Protection
Intellectual Property
Real Estate
Assignment
Force Majeure
Notices
Further Assurance
Costs
Entire Agreement
Amendments
Waiver
Severability
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Relevant Industries
Manufacturing
Technology
Professional Services
Retail
Healthcare
Real Estate
Financial Services
Construction
Energy
Transportation
Media and Entertainment
Agriculture
Hospitality
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Corporate Secretariat
Business Development
Strategy
Executive Leadership
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Lawyer
M&A Director
Business Development Manager
Finance Director
Company Secretary
Tax Director
Corporate Development Manager
Investment Manager
Due Diligence Manager
Integration Manager
Risk Manager
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