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Deed Of Sale Of Franchise
1. Parties: Identification of the seller (current franchisor), buyer (new franchisor), and current franchisees
2. Background: Context of the franchise sale, history of the franchise business, and purpose of the transaction
3. Definitions: Detailed 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: Details of the purchase price, payment terms, and any adjustments
6. Completion: Timing and mechanics of the completion of the sale
7. Pre-Completion Obligations: Obligations of both parties before completion, including due diligence and regulatory approvals
8. Seller's Warranties: Warranties regarding the franchise business, intellectual property, and existing franchise agreements
9. Buyer's Warranties: Warranties from the buyer regarding capacity and capability to operate the franchise system
10. Intellectual Property Transfer: Terms for transferring trademarks, patents, know-how, and other IP rights
11. Existing Franchise Agreements: Treatment of existing franchise agreements and relationships
12. Employee Matters: Handling of employees and related liabilities
13. Confidentiality: Confidentiality obligations regarding the transaction and business information
14. Post-Completion Obligations: Ongoing obligations after completion, including transition support
15. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction provisions
16. Execution: Formal execution blocks and signing requirements
1. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
2. Property Transfers: Required when real estate assets are included in the sale
3. Third-Party Consents: Include when specific third-party approvals are required for the transfer
4. Tax Provisions: Detailed tax arrangements when complex tax implications exist
5. Competition Compliance: Specific provisions when required by competition authorities
6. Transitional Services: Include when the seller will provide ongoing support services
7. International Rights: Required when the franchise operates in multiple jurisdictions
8. Supplier Agreements: Include when exclusive supplier relationships are part of the franchise system
1. Schedule 1: Assets List: Detailed inventory of all tangible and intangible assets included in the sale
2. Schedule 2: Intellectual Property: Complete list of trademarks, patents, copyrights, and other IP rights
3. Schedule 3: Existing Franchise Agreements: List of all current franchise agreements and their key terms
4. Schedule 4: Employee Information: Details of transferring employees and their employment terms
5. Schedule 5: Properties: List of owned and leased properties included in the sale
6. Schedule 6: Warranties: Detailed warranties given by the seller
7. Schedule 7: Purchase Price Calculation: Detailed breakdown of purchase price components
8. Schedule 8: Completion Requirements: Checklist of all documents and actions required for completion
9. Appendix A: Operating Manual: Current franchise operating manual and procedures
10. Appendix B: Financial Statements: Historical financial information for the franchise system
Authors
Applicable Laws
Assets
Business
Business Day
Completion
Completion Date
Confidential Information
Consideration
Danish Competition Act
Deed
Effective Date
Encumbrance
Existing Franchisees
Existing Franchise Agreements
Financial Statements
Force Majeure
Franchise
Franchise System
Franchise Territory
Franchise Manual
Goodwill
Group
Intellectual Property Rights
Know-how
Liabilities
Licensed Marks
Long-stop Date
Material Adverse Change
Operating Standards
Parties
Permitted Encumbrances
Purchase Price
Records
Related Persons
Relevant Authority
Seller's Group
Seller's Knowledge
Supplier Agreements
System Standards
Tax
Third Party Rights
Trade Secrets
Transaction Documents
Transfer
Transition Period
Warranties
Working Capital
Sale and Purchase
Purchase Price
Payment Terms
Completion Conditions
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Indemnification
Intellectual Property Transfer
Asset Transfer
Existing Franchisee Relations
Employee Matters
Confidentiality
Non-Competition
Non-Solicitation
Data Protection
Tax Matters
Assignment
Force Majeure
Transition Services
Third Party Rights
Competition Compliance
Supplier Relations
Property Rights
Business Records
Dispute Resolution
Governing Law
Jurisdiction
Notices
Entire Agreement
Severability
Waiver
Amendments
Costs
Further Assurance
Counterparts
Boilerplate
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