Restaurant Sale Agreement Template for Denmark

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Restaurant Sale Agreement

Document background
The Restaurant Sale Agreement under Danish law is a crucial document used when transferring ownership of a restaurant business. This comprehensive agreement is essential for transactions in the Danish hospitality sector, ensuring compliance with local regulations while protecting both parties' interests. It covers the transfer of physical assets, premises, licenses, intellectual property, employee contracts, and operational rights. The document is particularly important given Denmark's strict food safety and business transfer regulations, requiring careful attention to licensing requirements, employee rights under Danish labor law, and specific industry compliance matters. The Restaurant Sale Agreement serves as the primary instrument for documenting the terms of sale, purchase price, payment conditions, and both parties' obligations before, during, and after the transfer of the business.
Suggested Sections

1. Parties: Identification of the seller and buyer, including full legal names, registration numbers, and addresses

2. Background: Context of the sale, brief description of the restaurant business, and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core terms of the transaction, including what is being sold and the basic agreement to sell and purchase

5. Purchase Price: Details of the purchase price, payment terms, and any adjustments

6. Closing: Conditions precedent, closing mechanics, and timing of the transfer

7. Assets Transfer: Specification of all assets included in the sale (equipment, furniture, inventory, etc.)

8. Premises: Details regarding the transfer or assignment of lease agreements and premises-related matters

9. Licenses and Permits: Transfer or reapplication of necessary operational licenses and permits

10. Employees: Treatment of existing employees and transfer of employment contracts

11. Seller's Warranties: Warranties regarding the business, assets, licenses, and operations

12. Buyer's Warranties: Warranties from the buyer regarding authority and ability to complete the purchase

13. Pre-Closing Obligations: Obligations of both parties between signing and closing

14. Post-Closing Obligations: Ongoing obligations after the closing date

15. Indemnification: Indemnification provisions and liability allocation between parties

16. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes

Optional Sections

1. Franchise Arrangements: Required if the restaurant operates under a franchise agreement that needs to be transferred or terminated

2. Intellectual Property: Detailed section needed if the restaurant has significant IP assets such as unique branding or recipes

3. Environmental Matters: Additional provisions if there are specific environmental concerns or compliance requirements

4. Third-Party Contracts: Detailed section for assignment of supplier contracts, maintenance agreements, etc.

5. Earn-out Provisions: Include if part of the purchase price is contingent on future performance

6. Non-Compete Clause: Include if the seller needs to be restricted from competing in the same area

7. Training and Handover: Include if the seller agrees to provide operational training or transition support

8. Inventory Adjustment: Include if there will be a post-closing adjustment based on inventory levels

Suggested Schedules

1. Schedule 1 - Asset Inventory: Detailed list of all physical assets included in the sale

2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale

3. Schedule 3 - Employee Information: Details of all employees, their contracts, and benefits

4. Schedule 4 - Licenses and Permits: Copies of all operational licenses and permits

5. Schedule 5 - Lease Documents: Copies of premises lease and related documents

6. Schedule 6 - Financial Statements: Recent financial statements and operational data

7. Schedule 7 - Supplier Contracts: List of all supplier relationships and contracts

8. Schedule 8 - Equipment Warranties: Documentation for equipment warranties and maintenance contracts

9. Appendix A - Closing Checklist: List of all items to be delivered or actions to be taken at closing

10. Appendix B - Form of Transfer Documents: Templates for various transfer documents required at closing

Authors

Relevant legal definitions
Clauses
Relevant Industries
Relevant Teams
Relevant Roles
Industries
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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