The Company Sale Agreement is a crucial document used in corporate transactions under Danish law when one party (the seller) wishes to transfer ownership of a company to another party (the buyer). This comprehensive agreement is essential for documenting all aspects of the transaction, including purchase price, payment mechanisms, warranties, and indemnities. It must comply with Danish corporate and commercial laws, particularly the Danish Companies Act (Selskabsloven) and the Danish Contracts Act (Aftaleloven). The agreement typically results from extensive negotiations and due diligence, incorporating necessary protections for all parties while addressing regulatory requirements, employee matters, and tax considerations specific to Danish jurisdiction.
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Key Requirements PROMPT example:
Company Sale Agreement
I need a Company Sale Agreement under Danish law for the sale of all shares in my manufacturing company to a corporate buyer, with completion scheduled for March 2025 and standard warranties.
1. Parties: Identification of the seller(s) and buyer(s), including full legal names, registration numbers, and registered addresses
2. Background: Context of the transaction, including brief description of the target company and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets), purchase price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion can occur, including regulatory approvals
6. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
7. Completion: Mechanics of completion, including timing, location, and actions required by each party
8. Warranties: Seller's warranties regarding the company, its business, and assets
9. Limitations on Seller's Liability: Limitations on warranty claims and other seller liabilities
10. Tax Covenants: Specific provisions dealing with tax matters and allocations of tax liabilities
11. Confidentiality and Announcements: Obligations regarding confidentiality and public announcements about the transaction
12. Further Assurance: Obligations to take additional actions necessary to give effect to the agreement
13. Notices: Process and requirements for giving formal notices under the agreement
14. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
1. Earn-out Provisions: Include when part of purchase price is contingent on future performance
2. Vendor Financing: Include when seller is providing financing for part of purchase price
3. Non-Competition and Non-Solicitation: Include when restricting seller's future business activities
4. Intellectual Property Rights: Include when IP is a significant component of company value
5. Employee Matters: Include when specific arrangements for key employees or general workforce are needed
6. Real Estate Provisions: Include when company owns significant real estate assets
7. Environmental Matters: Include for companies with significant environmental risks or obligations
8. Transitional Services: Include when seller will provide services post-completion
9. Break Fee: Include when parties agree to compensation if deal fails under specific circumstances
10. Data Protection: Include detailed GDPR compliance provisions when significant personal data is involved
1. Company Details: Detailed information about the target company including corporate documents
2. Properties: List and details of all owned and leased properties
3. Intellectual Property: Schedule of all IP rights owned or licensed by the company
4. Material Contracts: List and copies of key commercial contracts
5. Employees: List of employees with key terms of employment
6. Warranties: Detailed warranties given by the seller
7. Disclosed Documents: List of documents disclosed against the warranties
8. Completion Requirements: Detailed list of completion deliverables and requirements
9. Permitted Leakage: List of permitted value extractions in locked box deals
10. Bank Account Details: Account details for payment of purchase price
11. Data Room Index: Index of documents provided in due diligence
12. Encumbrances: Details of any security interests or encumbrances over shares or assets
Authors
Relevant legal definitions
Accounts
Accounts Date
Affiliates
Agreed Form
Business
Business Day
Buyer
Buyer's Group
Closing
Closing Date
Company
Completion
Completion Date
Confidential Information
Consideration
Data Room
Disclosed
Disclosure Letter
Encumbrance
Financial Year
Group
Group Companies
Intellectual Property Rights
Key Employees
Leakage
Long Stop Date
Loss
Management Accounts
Material Adverse Change
Material Contracts
Ordinary Course of Business
Permitted Leakage
Properties
Purchase Price
Relevant Claim
Seller
Seller's Group
Seller's Solicitors
Seller's Warranties
Shares
Signing Date
Subsidiary
Target Group
Tax
Tax Authority
Tax Covenant
Tax Warranties
Transaction
Transaction Documents
Transfer Date
Warranties
Working Capital
Accounts Date
Affiliates
Agreed Form
Business
Business Day
Buyer
Buyer's Group
Closing
Closing Date
Company
Completion
Completion Date
Confidential Information
Consideration
Data Room
Disclosed
Disclosure Letter
Encumbrance
Financial Year
Group
Group Companies
Intellectual Property Rights
Key Employees
Leakage
Long Stop Date
Loss
Management Accounts
Material Adverse Change
Material Contracts
Ordinary Course of Business
Permitted Leakage
Properties
Purchase Price
Relevant Claim
Seller
Seller's Group
Seller's Solicitors
Seller's Warranties
Shares
Signing Date
Subsidiary
Target Group
Tax
Tax Authority
Tax Covenant
Tax Warranties
Transaction
Transaction Documents
Transfer Date
Warranties
Working Capital
Clauses
Interpretation
Sale and Purchase
Purchase Price
Price Adjustment
Conditions Precedent
Pre-Completion Covenants
Completion Mechanics
Post-Completion Obligations
Warranties
Limitations on Liability
Tax Covenants
Employee Matters
Restrictive Covenants
Confidentiality
Data Protection
Intellectual Property
Real Property
Material Contracts
Environmental Matters
Competition Law
Announcements
Further Assurance
Assignment
Force Majeure
Waiver
Severability
Entire Agreement
Variations
Costs
Notices
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Sale and Purchase
Purchase Price
Price Adjustment
Conditions Precedent
Pre-Completion Covenants
Completion Mechanics
Post-Completion Obligations
Warranties
Limitations on Liability
Tax Covenants
Employee Matters
Restrictive Covenants
Confidentiality
Data Protection
Intellectual Property
Real Property
Material Contracts
Environmental Matters
Competition Law
Announcements
Further Assurance
Assignment
Force Majeure
Waiver
Severability
Entire Agreement
Variations
Costs
Notices
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Relevant Industries
Manufacturing
Technology
Retail
Professional Services
Financial Services
Healthcare
Real Estate
Energy
Transportation
Construction
Hospitality
Agriculture
Media and Entertainment
Telecommunications
Consumer Goods
Industrial Services
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Business Development
Strategy
Executive Leadership
Treasury
Human Resources
Corporate Secretariat
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Legal Director
Mergers & Acquisitions Director
Business Development Director
Company Secretary
Financial Controller
Tax Director
Due Diligence Manager
Corporate Development Manager
Investment Director
Transaction Manager
Integration Manager
Risk Manager
Compliance Officer
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