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Sell And Buy Agreement
1. Parties: Identification and details of the seller and buyer, including full legal names, registration numbers, and addresses
2. Background: Context of the transaction and brief description of the parties' intentions
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter of Sale: Detailed description of the goods or property being sold
5. Purchase Price: The agreed purchase price, currency, and any price adjustment mechanisms
6. Payment Terms: Payment schedule, method of payment, and any conditions for payment
7. Delivery: Delivery terms, timing, location, and transfer of risk
8. Transfer of Title: When and how legal ownership transfers from seller to buyer
9. Seller's Warranties: Warranties regarding the goods/property and seller's authority to sell
10. Due Diligence: Buyer's inspection rights and due diligence process
11. Conditions Precedent: Conditions that must be satisfied before completion
12. Completion: Process and requirements for completing the transaction
13. Default and Remedies: Consequences of breach and available remedies
14. Governing Law and Jurisdiction: Confirmation of Danish law application and jurisdiction
15. Notices: How formal notices should be given between parties
16. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. Tax Provisions: Include when specific tax implications need to be addressed or allocated between parties
2. Environmental Matters: Required for transactions involving property or businesses with environmental considerations
3. Employee Matters: Necessary when the sale includes transfer of employees or employment obligations
4. Intellectual Property: Include when the sale involves transfer of IP rights
5. Regulatory Approvals: Required when the transaction needs specific regulatory clearances
6. Post-Completion Obligations: Include when parties have ongoing obligations after completion
7. Non-Competition: Include when seller should be restricted from competing post-sale
8. Transitional Services: Required when seller will provide services to buyer post-completion
1. Asset Schedule: Detailed list and description of all assets included in the sale
2. Excluded Assets: List of assets specifically excluded from the sale
3. Encumbrances: List of any existing liens, mortgages, or other encumbrances
4. Due Diligence Findings: Summary of key findings from due diligence process
5. Required Consents: List of third-party consents required for the transaction
6. Warranties Schedule: Detailed warranties and any specific limitations
7. Property Details: If real estate is involved, detailed property information and documentation
8. Completion Checklist: List of actions and documents required for completion
Authors
Assets
Business Day
Closing
Closing Date
Completion
Completion Date
Confidential Information
Consideration
Deposit
Effective Date
Encumbrance
Environmental Laws
Excluded Assets
Force Majeure
Governmental Authority
Intellectual Property Rights
Liabilities
Long Stop Date
Material Adverse Change
Parties
Permitted Encumbrances
Purchase Price
Representatives
Sale Interest
Seller's Knowledge
Signing Date
Subsidiaries
Tax
Third Party
Transaction
Transfer
Warranties
Working Capital
Due Diligence
Disclosure Letter
Escrow Account
Escrow Agent
Losses
Material Contracts
Purchase Price Adjustment
Relevant Authority
Required Consents
Security Interest
Territory
Title Documents
VAT
Danish Business Day
DKK
Købeloven
Applicable Law
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Indemnification
Confidentiality
Non-Competition
Due Diligence
Title Transfer
Risk Transfer
Tax Matters
Environmental Matters
Employee Matters
Intellectual Property
Force Majeure
Termination
Default
Remedies
Dispute Resolution
Governing Law
Jurisdiction
Assignment
Notices
Costs and Expenses
Entire Agreement
Amendments
Severability
Third Party Rights
Counterparts
Representations
Time of the Essence
Further Assurance
Encumbrances
Registration
Regulatory Compliance
Insurance
Data Protection
Waiver
Survival
Stamp Duty
Language
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