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Preliminary Purchase Agreement
1. Parties: Identification and details of the seller and purchaser, including full legal names, addresses, and registration numbers if applicable
2. Background: Context of the transaction, including brief description of the subject matter and purpose of the preliminary agreement
3. Definitions: Key terms used throughout the agreement
4. Subject Matter: Detailed description of the property or assets to be purchased
5. Purchase Price: Agreed preliminary purchase price and payment structure
6. Due Diligence: Framework for the buyer's investigation of the subject matter
7. Conditions Precedent: Conditions that must be satisfied before proceeding to final purchase agreement
8. Timeline: Key dates and deadlines for due diligence, negotiations, and execution of final agreement
9. Exclusivity: Seller's commitment not to negotiate with other parties during the preliminary period
10. Confidentiality: Obligations regarding confidential information exchanged during negotiations
11. Costs: Allocation of costs and expenses during the preliminary phase
12. Governing Law and Jurisdiction: Confirmation of Danish law application and jurisdiction
13. Signatures: Execution block for all parties
1. Deposit: Terms for any deposit or earnest money, used when parties agree on advance payments
2. Break Fee: Penalties for withdrawal from negotiations, used in high-value transactions
3. Warranties: Preliminary warranties about the subject matter, used for complex assets
4. Employee Matters: Provisions regarding employees if the purchase involves a business
5. Intellectual Property: Preliminary arrangements for IP transfers, used in business acquisitions
6. Environmental Matters: Special provisions for environmental due diligence, used for industrial properties
7. Regulatory Approvals: Framework for obtaining necessary regulatory approvals, used in regulated industries
1. Schedule 1 - Asset Description: Detailed description of the subject matter of the purchase
2. Schedule 2 - Due Diligence Requirements: List of documents and information to be provided during due diligence
3. Schedule 3 - Timeline: Detailed timeline with all key dates and milestones
4. Schedule 4 - Form of Non-Disclosure Agreement: Template NDA for parties involved in due diligence
5. Schedule 5 - Required Consents: List of third-party and regulatory consents required
6. Appendix A - Initial Due Diligence Findings: Summary of any preliminary investigations already conducted
7. Appendix B - Proposed Purchase Structure: Overview of the proposed transaction structure
Authors
Binding Effect Date
Break Fee
Business Day
Completion
Conditions Precedent
Confidential Information
Data Room
Deposit
Due Diligence Investigation
Due Diligence Period
Encumbrance
Exclusivity Period
Final Purchase Agreement
Governmental Authority
Long Stop Date
Material Adverse Change
Negotiation Period
Parties
Permitted Disclosures
Purchase Price
Purchaser
Related Persons
Relevant Authority
Seller
Subject Matter
Target Business
Target Company
Transaction
Transaction Documents
Working Hours
Recitals
Definitions
Subject Matter
Purchase Price
Payment Terms
Due Diligence
Conditions Precedent
Exclusivity
Confidentiality
Access Rights
Information Disclosure
Representations and Warranties
Timeline
Break Fee
Deposit
Cost Allocation
Binding and Non-Binding Provisions
Termination Rights
Force Majeure
Assignment
Notices
Amendment
Severability
Entire Agreement
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Execution
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