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Deferred Purchase Agreement
1. Parties: Identification of the parties entering into the agreement, including full legal names, registration numbers, and addresses
2. Background: Context of the transaction and general intent of the parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Purchase and Sale: Core provisions detailing the asset/goods being purchased and sold
5. Purchase Price: Specification of the purchase price and payment structure, including deferred payment terms
6. Payment Terms: Detailed payment schedule, interest rates, and payment mechanics
7. Conditions Precedent: Any conditions that must be satisfied before the agreement becomes effective
8. Closing: Mechanics and requirements for completion of the initial transaction
9. Representations and Warranties: Standard representations and warranties from both parties
10. Covenants: Ongoing obligations of the parties during the deferred payment period
11. Risk and Title: Transfer of risk and title provisions, including any retention of title arrangements
12. Events of Default: Circumstances constituting default and consequences
13. Termination: Termination rights and procedures
14. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
15. Miscellaneous: Standard boilerplate provisions including notices, amendments, and entire agreement
1. Security Arrangements: Include when additional security for the deferred payments is required, such as guarantees or charges
2. Tax Provisions: Include for transactions where specific tax implications need to be addressed
3. Regulatory Compliance: Include when the transaction falls under specific regulatory requirements
4. Force Majeure: Include when specific force majeure provisions are needed beyond standard Danish law
5. Assignment and Transfer: Include when specific restrictions on transfer of rights are needed
6. Intellectual Property: Include when the purchase involves IP rights
7. Confidentiality: Include when specific confidentiality obligations are required
8. Parent Company Guarantee: Include when parent company support is required for the deferred payments
1. Schedule 1 - Asset Description: Detailed description of the assets or goods being purchased
2. Schedule 2 - Payment Schedule: Detailed payment timeline including amounts, dates, and calculation methods
3. Schedule 3 - Conditions Precedent: List of all conditions precedent and required documentation
4. Schedule 4 - Closing Requirements: Detailed list of closing deliverables and requirements
5. Schedule 5 - Form of Transfer Documents: Templates for any transfer documentation required at closing
6. Appendix A - Security Documents: Forms of any security documents required
7. Appendix B - Calculation of Interest: Detailed methodology for calculating applicable interest
8. Appendix C - Required Notices: Templates for required notices under the agreement
Authors
Agreement
Applicable Law
Asset(s)
Business Day
Closing
Closing Date
Conditions Precedent
Confidential Information
Default Event
Default Interest
Default Notice
Deferred Amount
Deferred Payment Date(s)
Delivery
Delivery Date
Due Date
Effective Date
Encumbrance
Event of Default
Final Payment Date
Financial Indebtedness
Force Majeure Event
Governing Law
Guarantor
Initial Payment
Interest Period
Interest Rate
Late Payment
Material Adverse Change
Outstanding Amount
Parent Company
Party/Parties
Payment Date
Payment Schedule
Permitted Encumbrance
Purchase Price
Purchaser
Reference Rate
Related Agreement
Relevant Period
Security
Security Agent
Security Documents
Security Interest
Seller
Signing Date
Subsidiary
Tax
Term
Title Documents
Transaction
Transfer Date
Transfer Documents
Warranties
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Interest
Security Arrangements
Conditions Precedent
Completion
Title and Risk
Representations and Warranties
Covenants
Information Undertakings
Financial Undertakings
Default
Acceleration
Security Enforcement
Set-off
Tax
Costs and Expenses
Indemnification
Force Majeure
Assignment and Transfer
Confidentiality
Notices
Amendments
Severability
Entire Agreement
Counterparts
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
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