Partnership Purchase Agreement Template for Denmark

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Partnership Purchase Agreement

Document background

The Partnership Purchase Agreement is a crucial document used when transferring ownership interests in a partnership under Danish law. It is particularly relevant when partners wish to exit a partnership by selling their stake, when new partners are being admitted through purchase of existing interests, or during partnership restructuring. The agreement must comply with Danish partnership law (Lov om visse erhvervsdrivende virksomheder) and related commercial regulations, while addressing key aspects such as purchase price determination, payment structures, warranties, and ongoing obligations. This document type is essential for ensuring a smooth transition of ownership while protecting all parties' interests and maintaining business continuity. It typically includes comprehensive provisions for valuation methodologies, transfer mechanics, representations and warranties, and may also address specific industry requirements or regulatory considerations.

Suggested Sections

1. Parties: Identification of the seller(s) and purchaser(s) with full legal names and addresses

2. Background: Context of the transaction, including brief description of the partnership and reason for the transfer

3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including the partnership interest being sold and purchase price

5. Purchase Price and Payment: Detailed payment terms, including payment method, timing, and any adjustments

6. Completion: Requirements and process for closing the transaction, including deliverables and timing

7. Seller's Warranties: Representations and warranties given by the seller regarding the partnership and its interests

8. Purchaser's Warranties: Basic warranties from the purchaser, including capacity to enter into the agreement

9. Pre-Completion Obligations: Obligations of both parties between signing and completion

10. Post-Completion Obligations: Continuing obligations after completion, including transitional arrangements

11. Confidentiality: Provisions regarding confidential information and announcements

12. Notices: Process and requirements for formal communications between parties

13. General Provisions: Standard boilerplate clauses including entire agreement, variations, and severability

14. Governing Law and Jurisdiction: Confirmation of Danish law as governing law and jurisdiction for disputes

Optional Sections

1. Tax Covenant: Specific tax-related warranties and indemnities, used when tax exposure is a significant concern

2. Non-Competition: Restrictions on seller's future business activities, included when protecting business relationships is crucial

3. Earn-out Provisions: Structure for additional payments based on future performance, used when part of purchase price is contingent

4. Employee Matters: Specific provisions regarding employees, used when employment arrangements are being modified

5. Intellectual Property Rights: Detailed IP provisions, included when IP is a significant asset of the partnership

6. Real Estate: Specific provisions regarding property owned or leased by the partnership, used when real estate is involved

7. Bank Financing: Provisions related to external financing, included when purchase is partially bank-financed

8. Environmental Matters: Environmental warranties and indemnities, used when business has environmental exposure

Suggested Schedules

1. Partnership Interest Details: Detailed description of the partnership interest being transferred

2. Purchase Price Calculation: Detailed breakdown of purchase price and any adjustments

3. Completion Obligations: Detailed list of actions and deliverables required at completion

4. Warranties: Full list of seller's warranties

5. Partnership Assets: Inventory of partnership assets included in the sale

6. Existing Contracts: List of material contracts affecting the partnership

7. Intellectual Property: Schedule of IP rights owned or used by the partnership

8. Properties: Details of real estate owned or leased by the partnership

9. Employees: List of employees and their key employment terms

10. Disclosure Letter: Seller's disclosures against the warranties

Authors

Relevant legal definitions

Agreement
Business Day
Completion
Completion Date
Confidential Information
Consideration
Continuing Partners
Departing Partner
Disclosed
Disclosure Letter
Encumbrance
Financial Statements
Governmental Authority
Intellectual Property Rights
Material Adverse Change
Material Contracts
Partnership
Partnership Assets
Partnership Interest
Partnership Agreement
Purchase Price
Purchaser
Relevant Period
Seller
Signing Date
Tax
Tax Authority
Transaction
Transfer
Warranties
Working Capital
Accounts
Adjustment Amount
Associated Persons
Bank Accounts
Business
Business Information
Business Plans
Claims
Completion Obligations
Conditions Precedent
Consent
Data Protection Laws
Due Diligence Information
Employees
Environmental Laws
Existing Partners
Goodwill
Indemnities
Key Contracts
Liabilities
Licensed IP
Loss
Management Accounts
Material Adverse Effect
Owned IP
Partnership Books
Partnership Records
Permitted Encumbrances
Properties
Registered IP
Related Parties
Relevant Jurisdiction
Representatives
Restricted Business
Security Interest
Taxation
Territory
Third Party
Working Capital Target

Clauses

Parties and Definitions
Sale and Purchase
Purchase Price
Payment Terms
Completion Mechanics
Pre-Completion Obligations
Post-Completion Obligations
Warranties and Representations
Tax Covenants
Partnership Assets
Partnership Interests
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Employee Matters
Property Rights
Business Contracts
Indemnification
Liability Limitations
Environmental Compliance
Regulatory Compliance
Data Protection
Force Majeure
Assignment
Notices
Costs and Expenses
Severability
Waiver
Amendments
Entire Agreement
Third Party Rights
Dispute Resolution
Governing Law
Jurisdiction
Partnership Management
Financial Statements
Due Diligence
Disclosure
Good Faith
Further Assurance
Partnership Records
Bank Accounts
Insurance
Business Continuity
Transitional Services
Partnership Name
Client Relationships
Partnership Goodwill
Partnership Dissolution
Earn-out Provisions

Relevant Industries

Relevant Teams

Relevant Roles

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