Business Purchase Agreement Template for Denmark

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Business Purchase Agreement

Document background

The Business Purchase Agreement is a crucial legal document used in Danish business transactions for the transfer of business ownership, whether through asset or share acquisition. It is essential for transactions governed by Danish law and must comply with key legislation including the Danish Purchase Act (Købeloven), Danish Contracts Act (Aftaleloven), and relevant corporate and tax laws. The agreement comprehensively covers all aspects of the business transfer, including purchase price, payment mechanisms, warranties, indemnities, and completion procedures. It is particularly important in ensuring proper risk allocation between parties and addressing regulatory requirements, employee transfers, and tax implications. The document serves as the foundational agreement for the transaction and typically requires input from legal, financial, and tax advisors to ensure all aspects of Danish business transfer requirements are properly addressed.

Suggested Sections

1. Parties: Identification of the seller and purchaser, including full legal names, registration numbers, and registered addresses

2. Background: Context of the transaction, 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 (shares/assets), the agreement to sell and purchase

5. Purchase Price: Specification of the purchase price, payment terms, and any price adjustment mechanisms

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including conduct of business requirements

8. Completion: Mechanics of completion, including timing, location, and actions required

9. Warranties: Seller's warranties regarding the business, assets, and liabilities

10. Limitations on Seller's Liability: Limitations on warranty claims and other liability restrictions

11. Tax Covenants: Provisions dealing with tax matters and allocations of tax liabilities

12. Confidentiality: Obligations regarding confidential information and announcements

13. Non-Competition: Restrictions on seller's competing activities post-completion

14. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes

15. General Provisions: Standard boilerplate provisions including notices, amendments, and severability

Optional Sections

1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance

2. Employee Matters: Detailed provisions about employee transfers and obligations, used when employees are a significant consideration

3. Real Estate: Specific provisions for real estate transfers, used when property is a material part of the business

4. Intellectual Property: Detailed IP provisions, used when IP is a significant business asset

5. Environmental Matters: Used for businesses with significant environmental aspects or risks

6. Bank Financing: Used when the purchase is dependent on third-party financing

7. Transitional Services: Used when the seller will provide services to the business post-completion

8. Data Protection: Detailed GDPR compliance provisions, used when personal data processing is significant

Suggested Schedules

1. Schedule 1 - The Business: Detailed description of the business being sold, including all assets, contracts, and employees

2. Schedule 2 - Properties: Details of all real estate owned or leased by the business

3. Schedule 3 - Intellectual Property: List of all IP rights owned or used by the business

4. Schedule 4 - Employees: List of all employees and their key employment terms

5. Schedule 5 - Material Contracts: List and copies of all material business contracts

6. Schedule 6 - Warranties: Detailed warranties given by the seller

7. Schedule 7 - Completion Requirements: Detailed list of completion deliverables and requirements

8. Schedule 8 - Excluded Assets: List of assets explicitly excluded from the sale

9. Schedule 9 - Permitted Encumbrances: List of permitted liens and encumbrances on business assets

10. Schedule 10 - Data Room Index: Index of all due diligence materials provided

Authors

Relevant legal definitions

Accounts
Accounts Date
Adjustment Amount
Affiliate
Agreed Form
Assets
Business
Business Day
Business Information
Business Intellectual Property
Claim
Company
Completion
Completion Date
Completion Payment
Confidential Information
Consideration
Data Protection Laws
Data Room
Disclosed
Due Diligence Reports
Earn-out Period
Employees
Encumbrance
Environment
Environmental Laws
Environmental Permits
Excluded Assets
Financial Statements
Governmental Authority
Group
Intellectual Property Rights
Key Contracts
Key Employees
Leased Properties
Liabilities
Long Stop Date
Loss
Management Accounts
Material Adverse Change
Material Contracts
Net Working Capital
Owned Properties
Permits
Permitted Encumbrances
Properties
Purchase Price
Purchaser
Purchaser's Group
Relevant Authority
Seller
Seller's Group
Seller's Knowledge
Seller's Warranties
Share Capital
Shares
Signing Date
Subsidiary
Tax
Tax Authority
Tax Claim
Tax Covenant
Tax Return
Tax Warranties
Transaction
Transaction Documents
Transfer Regulations
Transitional Services
Vendor Due Diligence Reports
Warranties
Working Capital

Clauses

Relevant Industries

Relevant Teams

Relevant Roles

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Authors

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