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Business Sale Agreement
1. Parties: Identification of the seller(s) and buyer(s) with full legal names and registration details
2. Background: Context of the transaction and brief description of the business being sold
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including what is being sold and purchase price
5. Purchase Price and Payment: Detailed payment terms, including payment method, timing, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including business conduct 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 general liability caps
11. Tax Covenants: Obligations regarding tax matters and allocation of tax liabilities
12. Employee Matters: Treatment of employees and related obligations under Danish employment law
13. Confidentiality: Obligations regarding confidential information and announcements
14. Post-Completion Obligations: Ongoing obligations after completion, including transition support
15. Governing Law and Jurisdiction: Confirmation of Danish law application and jurisdiction for disputes
1. Non-Compete Provisions: Restrictions on seller's future business activities - include when seller could compete with the business
2. Intellectual Property Rights: Specific provisions for IP transfer - include when IP is a significant business asset
3. Real Estate Provisions: Specific terms for property transfer - include when real estate is part of the sale
4. Environmental Matters: Environmental warranties and indemnities - include for businesses with environmental risks
5. Data Protection: GDPR compliance provisions - include when personal data processing is significant
6. Earn-out Provisions: Structure for additional payments based on future performance - include when part of purchase price is contingent
7. Bank Guarantees: Requirements for payment security - include when payment guarantees are required
8. Competition Clearance: Process for obtaining competition approval - include for larger transactions
9. Share Transfer Provisions: Specific requirements for share transfers - include for share sales rather than asset sales
10. Pensions: Treatment of pension schemes - include when significant pension obligations exist
1. Business Description: Detailed description of the business being sold
2. Assets Schedule: Comprehensive list of assets included in the sale
3. Excluded Assets: List of assets specifically excluded from the sale
4. Employee Information: Details of transferring employees, including terms and conditions
5. Properties: Details of any real estate included in the sale
6. Intellectual Property: List of IP rights, registrations, and licenses
7. Material Contracts: Key contracts being transferred with the business
8. Warranties: Detailed warranties given by the seller
9. Completion Obligations: Detailed list of documents and actions required at completion
10. Purchase Price Adjustment: Mechanism for adjusting the purchase price
11. Tax Covenant: Detailed tax-related provisions and indemnities
12. Bank Account Details: Payment account information for completion
13. Data Room Index: Index of due diligence materials provided
Authors
Accounts Date
Adjustments
Agreed Form
Assets
Business
Business Day
Business Information
Business Intellectual Property
Business Records
Claim
Completion
Completion Date
Completion Payment
Completion Statement
Confidential Information
Consideration
Contract
Data Protection Laws
Data Room
Disclosed
Disclosure Letter
Effective Date
Employees
Encumbrance
Environmental Laws
Environmental Permits
Excluded Assets
Financial Statements
Goodwill
Group
Intellectual Property Rights
Inventory
Key Employees
Leased Properties
Liabilities
Long Stop Date
Loss
Management Accounts
Material Adverse Change
Material Contracts
Owned Properties
Permits
Properties
Purchase Price
Related Persons
Relevant Authority
Seller's Group
Seller's Knowledge
Seller's Warranties
Taxation
Tax Authority
Transfer Regulations
Transaction Documents
Transferred Assets
Transferred Contracts
Transferred Employees
VAT
Warranty Claim
Working Capital
Purchase Price
Payment Terms
Conditions Precedent
Due Diligence
Pre-Completion Obligations
Completion Mechanics
Post-Completion Obligations
Warranties
Indemnities
Tax Covenants
Employee Matters
Property Transfer
Asset Transfer
Intellectual Property
Data Protection
Confidentiality
Non-Competition
Non-Solicitation
Environmental Compliance
Regulatory Compliance
Business Conduct
Financial Statements
Working Capital Adjustment
Share Transfer
Corporate Authority
Representations
Risk Allocation
Force Majeure
Assignment
Third Party Rights
Notice Requirements
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendments
Waiver
Costs
Further Assurance
Announcements
Survival
Termination
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