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Business Buy Sell Agreement
I need a Business Buy Sell Agreement under Danish law for the acquisition of a medium-sized manufacturing company, including specific provisions for machinery and equipment transfer, with the deal expected to close by March 2025 and including earn-out provisions based on the first year's performance.
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 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: Detailed breakdown of the purchase price, payment terms, and payment mechanisms
6. Closing: Conditions precedent, closing mechanics, and timing
7. Seller's Warranties: Comprehensive warranties regarding the business, assets, liabilities, and operations
8. Buyer's Warranties: Warranties from the buyer regarding authority to enter into the agreement and financial capacity
9. Pre-Closing Obligations: Obligations of both parties between signing and closing, including business operation requirements
10. Post-Closing Obligations: Continuing obligations after closing, including transition services and non-compete provisions
11. Indemnification: Indemnification obligations and procedures for both parties
12. Confidentiality: Confidentiality obligations regarding the transaction and business information
13. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
14. General Provisions: Standard provisions including notices, amendments, entire agreement, and severability
1. Employee Matters: Detailed provisions regarding employee transfers and obligations - required when employees are being transferred
2. Intellectual Property: Specific provisions for IP transfer and protection - required for businesses with significant IP assets
3. Real Estate: Provisions regarding transfer of property ownership or lease agreements - required when real estate is involved
4. Environmental Matters: Environmental warranties and indemnities - required for businesses with environmental risks or obligations
5. Data Protection: GDPR compliance and data transfer provisions - required when personal data is being transferred
6. Earn-out Provisions: Structure for additional payments based on future performance - optional for deals with performance-based pricing
7. Bank Financing: Provisions related to external financing - required when bank financing is part of the transaction
8. Competition Compliance: Specific provisions ensuring compliance with competition law - required for larger transactions
1. Schedule 1 - Business Assets: Detailed inventory of all assets included in the sale
2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3 - Employee Information: Details of all employees, their terms, and conditions
4. Schedule 4 - Financial Statements: Recent financial statements and management accounts
5. Schedule 5 - Material Contracts: List and copies of all material contracts
6. Schedule 6 - Intellectual Property: Details of all IP rights owned or used by the business
7. Schedule 7 - Properties: Details of owned or leased properties
8. Schedule 8 - Warranties: Detailed warranties and any disclosed exceptions
9. Schedule 9 - Encumbrances: List of all encumbrances on business assets
10. Schedule 10 - Closing Deliverables: List of all documents and items to be delivered at closing
Authors
Manufacturing
Technology
Retail
Professional Services
Healthcare
Real Estate
Hospitality
Construction
Transportation
Energy
Agriculture
Financial Services
Media and Entertainment
Education
Telecommunications
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Risk Management
Compliance
Human Resources
Operations
Strategy
Corporate Secretariat
Due Diligence
Integration
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Managing Director
Corporate Lawyer
Business Development Manager
Finance Director
Company Secretary
Tax Director
Mergers & Acquisitions Manager
Due Diligence Specialist
Risk Manager
Corporate Development Director
Integration Manager
Business Owner
Shareholder Representative
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