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Restaurant Sale Agreement
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
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
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
Assigned Contracts
Assets
Business
Business Day
Closing
Closing Date
Completion
Confidential Information
Consideration
Customer Data
Effective Date
Employees
Encumbrance
Environmental Laws
Equipment
Excluded Assets
Fixtures and Fittings
Food Safety Permits
Goodwill
Governmental Authority
Health Certificates
Intellectual Property Rights
Inventory
Lease Agreement
Liabilities
License Transfer Date
Licenses
Material Adverse Change
Operating Permits
Premises
Purchase Price
Restaurant
Seller's Knowledge
Staff Contracts
Supplier Contracts
Tax
Transaction
Transfer Date
Warranties
Working Capital
Purchase Price and Payment
Assets Transfer
Premises Assignment
Inventory Transfer
Employee Transfer
Licenses and Permits
Food Safety Compliance
Health and Safety
Environmental Compliance
Representations and Warranties
Due Diligence
Conditions Precedent
Closing Conditions
Post-Closing Obligations
Non-Compete
Confidentiality
Intellectual Property
Third-Party Consents
Supplier Agreements
Insurance
Tax Matters
Indemnification
Force Majeure
Assignment
Termination
Dispute Resolution
Governing Law
Severability
Entire Agreement
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