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Contingent Purchase Agreement
I need a Contingent Purchase Agreement under Danish law for the acquisition of a renewable energy facility, where completion is contingent on obtaining environmental permits and regulatory approvals, with closing expected by March 2025.
1. Parties: Identification of buyer, seller and any guarantors with full legal names and registration details
2. Background: Context of the transaction, including brief description of the subject matter and purpose of the agreement
3. Definitions: Defined terms used throughout the agreement, including specific Danish legal terms
4. Subject Matter of Purchase: Detailed description of what is being purchased, including any specific identifiers or characteristics
5. Purchase Price and Payment Terms: Structure of consideration, payment mechanics, and any adjustments
6. Conditions Precedent: All conditions that must be satisfied before the purchase obligation becomes binding
7. Closing Mechanics: Process for completion of the purchase, including timing, deliverables, and procedures
8. Representations and Warranties: Statements of fact and assurances from both parties
9. Covenants: Pre-closing and post-closing obligations of the parties
10. Risk and Title: Transfer of risk and ownership provisions
11. Termination Rights: Circumstances under which either party may terminate the agreement
12. Liability and Indemnification: Allocation of risks and responsibilities between parties
13. Confidentiality: Protection of confidential information exchanged during the transaction
14. Governing Law and Jurisdiction: Confirmation of Danish law application and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Competition Clearance: Required when the transaction may need competition authority approval
2. Third Party Consents: When specific third party approvals are needed for the transaction
3. Environmental Matters: For transactions involving property or businesses with environmental considerations
4. Employee Matters: When the purchase involves transfer of employees or employment obligations
5. Intellectual Property Rights: For transactions involving significant IP assets
6. Tax Matters: Specific tax structuring or allocation provisions when tax implications are significant
7. Financing Conditions: When the purchase is contingent on obtaining specific financing
8. Regulatory Approvals: For regulated industries requiring specific governmental approvals
9. Post-Closing Covenants: When specific obligations continue after closing
10. Parent Company Guarantee: When parent company support is required for either party
1. Schedule 1 - Purchase Price Calculation: Detailed methodology for calculating final purchase price including adjustments
2. Schedule 2 - Conditions Precedent Checklist: List of all conditions and required evidence of satisfaction
3. Schedule 3 - Closing Deliverables: Comprehensive list of documents and items to be delivered at closing
4. Schedule 4 - Form of Transfer Documents: Ƶ for documents required to effect the transfer
5. Schedule 5 - Warranties: Detailed warranties given by seller and/or buyer
6. Schedule 6 - Disclosed Information: List of information disclosed against the warranties
7. Schedule 7 - Property Details: If applicable, detailed description of any property included in the purchase
8. Schedule 8 - Asset Register: Detailed list of assets included in the purchase
9. Appendix A - Power of Attorney: Form of power of attorney if required for completion
10. Appendix B - Corporate Approvals: Required corporate authorizations and resolutions
Authors
Manufacturing
Real Estate
Technology
Renewable Energy
Infrastructure
Healthcare
Financial Services
Retail
Agriculture
Transportation
Professional Services
Construction
Industrial
Legal
Finance
Mergers & Acquisitions
Commercial
Risk Management
Compliance
Business Development
Treasury
Corporate Development
Property Management
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Lawyer
Commercial Director
Head of Mergers & Acquisitions
Business Development Manager
Finance Manager
Risk Manager
Compliance Officer
Property Manager
Investment Director
Treasury Manager
Contract Manager
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