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Non Compete Asset Purchase Agreement
1. Parties: Identification of the seller and purchaser, including full legal names, registration numbers, and addresses
2. Background: Context of the transaction, including brief description of the business and assets being purchased
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase of Assets: Details of the assets being transferred and the basis of transfer
5. Purchase Price: Purchase price, payment terms, and any adjustments
6. Closing: Conditions precedent, closing mechanics, and timing
7. Non-Compete Provisions: Detailed non-compete obligations including scope, duration, and geographical limitations
8. Seller's Warranties: Warranties regarding the assets, business, and authority to sell
9. Tax Matters: Tax implications and responsibilities related to the transfer
10. Confidentiality: Confidentiality obligations regarding the transaction and business information
11. Further Assurance: Obligations to execute further documents and take additional steps if needed
12. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
13. Notices: Process and requirements for formal notices under the agreement
14. General Provisions: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Employee Matters: Required if employees are being transferred or affected by the transaction
2. Intellectual Property Rights: Required if significant IP assets are included in the purchase
3. Real Estate: Required if real property assets are included in the purchase
4. Environmental Matters: Required if the business involves environmental risks or permits
5. Transitional Services: Required if seller will provide post-closing services to maintain business continuity
6. Data Protection: Required if personal data processing is involved in the transaction
7. Competition Clearance: Required if the transaction requires competition authority approval
1. Schedule 1 - Asset List: Detailed inventory of all assets being transferred
2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the transfer
3. Schedule 3 - Purchase Price Allocation: Breakdown of purchase price across asset categories
4. Schedule 4 - Employees: List of affected employees and their key employment terms
5. Schedule 5 - Intellectual Property: Detailed list of IP rights being transferred
6. Schedule 6 - Contracts: List of contracts being transferred or requiring assignment
7. Schedule 7 - Properties: Details of any real estate assets included in the sale
8. Schedule 8 - Warranties: Detailed seller's warranties
9. Schedule 9 - Closing Actions: List of actions required to complete the closing
10. Appendix A - Form of Transfer Documents: Templates for asset transfer documentation
11. Appendix B - Non-Compete Declaration: Formal non-compete undertaking document
Authors
Assets
Business
Business Day
Closing
Closing Date
Completion
Confidential Information
Consideration
Competing Business
Competition Law
Completion Date
Contracts
Customer
Disclosed
Effective Date
Employees
Encumbrance
Excluded Assets
Excluded Liabilities
Governmental Authority
Intellectual Property Rights
Knowledge
Law
Lease Agreements
Liabilities
License
Loss
Material Adverse Change
Non-Compete Period
Non-Compete Territory
Notice
Parties
Permits
Prohibited Activities
Purchase Price
Records
Related Persons
Restricted Business
Seller's Group
Supplier
Tax
Third Party
Trade Secrets
Transaction
Transfer
Warranties
Working Hours
Non-Competition
Non-Solicitation
Purchase Price
Payment Terms
Asset Transfer
Closing Conditions
Warranties
Indemnification
Confidentiality
Intellectual Property
Employee Matters
Tax
Assignment
Force Majeure
Governing Law
Dispute Resolution
Notices
Further Assurance
Severability
Entire Agreement
Amendment
Waiver
Third Party Rights
Costs
Counterparts
Announcements
Data Protection
Compliance with Laws
Transfer of Contracts
Transfer of Permits
Environmental Matters
Property Rights
Post-Closing Covenants
Restrictive Covenants
Competition Law Compliance
Asset Identification
Liability
Termination
Survival
Representative Authority
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