Project Investment Agreement Template for Denmark

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Project Investment Agreement

Document background
The Project Investment Agreement is a crucial document used when establishing a formal investment relationship for specific project developments under Danish law. It is particularly relevant for large-scale investments where multiple parties contribute capital, expertise, or other resources to a defined project. The agreement typically includes detailed provisions on investment structure, project governance, risk allocation, and return mechanisms, while ensuring compliance with Danish regulatory requirements and market practices. This document is essential for projects requiring substantial capital investment, structured financing, or involving multiple stakeholders, and serves as the primary agreement governing the relationship between investors and project sponsors. The agreement must align with Danish financial regulations, corporate law, and relevant EU directives, while providing clear mechanisms for project oversight and investment protection.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including full legal names and registration details

2. Background: Context of the investment and project, including purpose and objectives

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Investment Structure: Details of the investment amount, phases, and structure

5. Project Scope: Detailed description of the project, its objectives, and deliverables

6. Investment Terms: Terms and conditions of the investment, including valuation and pricing

7. Conditions Precedent: Conditions that must be satisfied before the investment becomes effective

8. Closing Mechanics: Process and requirements for completing the investment

9. Representations and Warranties: Statements of fact and assurances from all parties

10. Project Governance: Management structure, decision-making processes, and control mechanisms

11. Rights and Obligations: Detailed responsibilities and rights of each party

12. Financial Provisions: Financial terms, reporting requirements, and distribution of returns

13. Information Rights: Rights to information and reporting obligations

14. Transfer Restrictions: Limitations on transfer of interests and change of control

15. Events of Default: Circumstances constituting default and consequences

16. Term and Termination: Duration of the agreement and termination provisions

17. Confidentiality: Obligations regarding confidential information

18. Notices: Process for formal communications between parties

19. Governing Law and Jurisdiction: Specification of Danish law and jurisdiction

20. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc.

Optional Sections

1. Tag-Along and Drag-Along Rights: Include when there are multiple investors and exit provisions are needed

2. Anti-Dilution Protection: Include when protecting against future dilutive issuances

3. Environmental and Social Requirements: Include for projects with environmental or social impact considerations

4. Employee Matters: Include when the investment impacts employment arrangements

5. Intellectual Property Rights: Include when the project involves IP development or transfer

6. Competition Law Compliance: Include when the investment raises competition law considerations

7. Security Arrangements: Include when the investment involves security or collateral

8. Tax Provisions: Include detailed tax provisions when complex tax structures are involved

9. Force Majeure: Include when specific force majeure provisions are needed beyond standard provisions

10. Step-In Rights: Include when investors need rights to take control in specific circumstances

Suggested Schedules

1. Schedule 1 - Project Description: Detailed description of the project, including technical specifications

2. Schedule 2 - Business Plan: Detailed business plan and financial projections

3. Schedule 3 - Investment Schedule: Detailed breakdown of investment tranches and timing

4. Schedule 4 - Conditions Precedent: Detailed list of all conditions precedent

5. Schedule 5 - Warranties: Detailed warranties given by each party

6. Schedule 6 - Corporate Information: Corporate documents and information of all parties

7. Schedule 7 - Key Performance Indicators: Specific KPIs and measurement criteria

8. Schedule 8 - Governance Procedures: Detailed procedures for project governance

9. Schedule 9 - Form of Shareholders Agreement: If applicable, form of shareholders agreement

10. Schedule 10 - Required Authorizations: List of required permits, consents and authorizations

11. Appendix A - Closing Checklist: Detailed checklist of closing requirements and documents

12. Appendix B - Form of Notices: Standard forms for various notices under the agreement

Authors

Relevant legal definitions
Clauses
Relevant Industries
Relevant Teams
Relevant Roles
Industries
Danish Contracts Act (Aftaleloven): Fundamental law governing formation and validity of contracts in Denmark, including rules on offer and acceptance, authority, and invalidity
Danish Capital Markets Act (Kapitalmarkedsloven): Regulates securities trading, investment services, and general capital market activities in Denmark
Danish Companies Act (Selskabsloven): Governs corporate structures, shareholder rights, and corporate governance requirements
Danish Financial Business Act (Lov om finansiel virksomhed): Regulates financial institutions and their activities, including investment services and project financing
Danish Investment Associations Act (Lov om investeringsforeninger): Specific regulations for investment associations and collective investment schemes
Danish Act on Foreign Investment (Investeringsscreeningsloven): Regulates foreign investments in Danish companies and assets, including screening requirements for certain sectors
Danish Tax Assessment Act (Ligningsloven): Contains provisions on taxation of investments and business arrangements
EU General Data Protection Regulation (GDPR): Regulates handling of personal data, which may be relevant for investor information and project documentation
Danish Money Laundering Act (Hvidvaskloven): Anti-money laundering regulations that may apply to investment transactions and investor due diligence
Danish Competition Act (Konkurrenceloven): Relevant for ensuring the investment agreement complies with competition law requirements
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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