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Intent To Purchase Agreement
1. Parties: Identification and details of all parties involved in the intended transaction
2. Background: Context of the transaction and relationship between the parties
3. Definitions: Key terms used throughout the agreement
4. Subject Matter of Purchase: Clear identification and description of the asset(s) or business to be purchased
5. Purchase Price and Payment Terms: Proposed purchase price, payment structure, and any adjustments
6. Due Diligence: Framework for the buyer's investigation of the purchase subject
7. Conditions Precedent: Conditions that must be met before proceeding to final purchase agreement
8. Timeline and Key Dates: Schedule for due diligence, negotiations, and completion of final purchase
9. Exclusivity: Terms preventing the seller from negotiating with other parties
10. Confidentiality: Obligations regarding confidential information exchanged during the process
11. Costs and Expenses: Allocation of costs related to the transaction and due diligence
12. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction
13. Signatures: Execution block for all parties
1. Break Fee: Terms for compensation if either party terminates negotiations, used in larger transactions
2. Warranty and Indemnity Insurance: Framework for insurance coverage, relevant for complex transactions
3. Employee Matters: Preliminary agreements regarding employees, used when purchasing a business
4. Regulatory Approvals: Framework for obtaining necessary regulatory clearances, used when regulatory approval is required
5. Intellectual Property: Preliminary agreements on IP transfer and protection, used when IP is a key asset
6. Environmental Matters: Environmental due diligence framework, used for real estate or industrial purchases
7. Financing Conditions: Terms related to securing purchase financing, used when buyer requires external funding
1. Asset Schedule: Detailed list and description of assets included in the intended purchase
2. Due Diligence Checklist: List of required documents and information for due diligence
3. Timeline Schedule: Detailed timeline with specific deadlines and milestones
4. Price Calculation: Detailed methodology for calculating final purchase price
5. Required Consents: List of third-party and regulatory consents required
6. Key Contracts: List of important contracts related to the purchase
7. Disclosure Schedule: Initial disclosures by the seller regarding the purchase subject
Authors
Business Day
Closing
Closing Date
Confidential Information
Due Diligence Period
Effective Date
Exclusivity Period
Final Purchase Agreement
Intended Purchase Price
Long Stop Date
Material Adverse Change
Parties
Purchase
Purchase Subject
Related Parties
Representatives
Seller's Group
Buyer's Group
Target Business
Target Assets
Transaction
Due Diligence Information
Permitted Purpose
Conditions Precedent
Working Hours
Break Fee
Deposit
Escrow Account
Binding Provisions
Non-Binding Provisions
Intellectual Property Rights
Regulatory Approvals
Third Party Consents
Warranty and Indemnity Insurance
Definitions
Subject Matter of Purchase
Purchase Price
Payment Terms
Due Diligence
Access to Information
Exclusivity
Confidentiality
Non-Solicitation
Conditions Precedent
Timing and Steps
Break Fee
Costs and Expenses
Binding Effect
Non-Binding Provisions
Representations and Warranties
Employee Matters
Regulatory Compliance
Third Party Consents
Notices
Assignment
Amendments
Severability
Entire Agreement
Force Majeure
Termination
Governing Law
Dispute Resolution
Counterparts
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