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Business Buy Sell Agreement

Business Buy Sell Agreement Template for Denmark

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Business Buy Sell Agreement

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Document background
The Business Buy Sell Agreement is a crucial document used in Danish business transactions when transferring ownership of a business from one party to another. It serves as the primary legal framework for the transaction, ensuring compliance with Danish legislation, including the Danish Companies Act, Contracts Act, and relevant EU regulations. This agreement is essential when conducting business transfers in Denmark, whether for small enterprises or larger corporations, and includes detailed provisions for asset transfer, employee rights protection, intellectual property assignment, and ongoing obligations. The document typically includes comprehensive warranties, indemnities, and specific closing conditions, tailored to meet the requirements of Danish corporate law and market practice. It's particularly important as it addresses unique aspects of Danish business transfers, such as employee consultation requirements and specific tax considerations.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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Relevant legal definitions
Accounts
Accounts Date
Affiliated Companies
Agreement
Annual Report
Assets
Business
Business Day
Business IP
Closing
Closing Date
Company
Competition Authority
Completion
Confidential Information
Consideration
Control
Data Protection Laws
Danish Companies Act
Disclosed
Disclosure Letter
Due Diligence Material
Effective Date
Employees
Encumbrance
Environmental Laws
Escrow Account
Escrow Agent
Excluded Assets
Financial Statements
Governmental Authority
Group
Intellectual Property Rights
Interim Period
Key Employees
Liabilities
Long Stop Date
Loss
Management Accounts
Material Adverse Change
Material Contracts
Net Working Capital
Ordinary Course of Business
Parties
Permits
Purchase Price
Real Property
Related Parties
Relevant Authority
Representatives
Seller's Group
Seller's Knowledge
Signing Date
Subsidiaries
Target Company
Tax
Tax Authority
Third Party
Transaction
Transaction Documents
Transfer Date
Warranties
Working Capital
Clauses
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Closing Conditions
Pre-Closing Covenants
Post-Closing Covenants
Warranties and Representations
Due Diligence
Employee Matters
Intellectual Property
Real Estate
Asset Transfer
Liabilities Assumption
Tax Matters
Environmental Compliance
Regulatory Compliance
Competition Law
Confidentiality
Non-Compete
Non-Solicitation
Data Protection
Force Majeure
Assignment
Termination
Indemnification
Dispute Resolution
Governing Law
Jurisdiction
Notices
Amendments
Severability
Entire Agreement
Costs and Expenses
Third Party Rights
Further Assurance
Counterparts
Time of Essence
Announcements
Business Continuity
Insurance
Bank Accounts
Working Capital Adjustment
Earn-Out Provisions
Material Contracts
Corporate Authority
Share Transfer
Encumbrances
Financial Statements
Books and Records
Relevant Industries
Relevant Teams
Relevant Roles
Industries
Danish Companies Act (Selskabsloven): Primary legislation governing company formation, operation, and ownership transfer in Denmark. Establishes rules for share transfers, corporate governance, and shareholder rights.
Danish Contracts Act (Aftaleloven): Regulates contract formation, validity, and enforcement. Crucial for ensuring the buy-sell agreement meets legal requirements for binding contracts in Denmark.
Danish Competition Act (Konkurrenceloven): Governs merger control and competition aspects of business transfers, particularly relevant for larger transactions that might require regulatory approval.
Danish Tax Assessment Act (Vurderingsloven): Covers tax implications of business transfers, including capital gains tax, stamp duty, and other relevant tax considerations.
Danish Bookkeeping Act (Bogføringsloven): Establishes requirements for financial documentation and accounting practices relevant to business valuation and transfer.
Danish Act on Employee Rights in Transfer of Undertakings: Protects employee rights during business transfers, implementing EU Directive 2001/23/EC on safeguarding employee rights in business transfers.
Danish Money Laundering Act (Hvidvaskloven): Requires due diligence and documentation of business ownership transfers to prevent money laundering and ensure transparency.
Danish Marketing Practices Act (Markedsføringsloven): Relevant for provisions regarding business goodwill, trade secrets, and competitive aspects of the business transfer.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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