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Asset Sale Agreement
I need a Danish Asset Sale Agreement for the sale of manufacturing equipment and associated IP rights from our Copenhagen factory to a German buyer, with closing planned for March 2025 and including transition services for 3 months post-closing.
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1. Parties: Identification of the seller and buyer, including full legal names, registration numbers, and addresses
2. Background: Context of the transaction, brief description of the assets, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms, including clear identification of assets being sold and purchased
5. Purchase Price: Amount, payment terms, payment method, and any price adjustment mechanisms
6. Closing: Conditions precedent, closing mechanics, timing, and deliverables
7. Seller's Warranties: Standard warranties regarding ownership, condition of assets, and absence of encumbrances
8. Buyer's Warranties: Basic warranties regarding authority to enter into transaction and financial capacity
9. Pre-Closing Obligations: Obligations of both parties between signing and closing, including conduct of business
10. Tax Matters: Allocation of tax liabilities and responsibilities, including VAT treatment
11. Liability and Indemnification: Scope of liability, limitations, and indemnification procedures
12. Confidentiality: Obligations regarding confidential information and announcements
13. Notices: Process and requirements for formal communications between parties
14. Assignment: Restrictions on transfer of rights and obligations under the agreement
15. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
16. General Provisions: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Employee Matters: Required if the asset sale involves transfer of employees, addressing Danish Business Transfer Act requirements
2. Intellectual Property Rights: Needed if the assets include IP rights, detailing transfer and licensing arrangements
3. Real Property: Required if real estate is included in the assets, addressing registration requirements
4. Environmental Matters: Necessary if assets include property or operations with environmental implications
5. Data Protection: Required if personal data or customer databases are part of the assets
6. Regulatory Approvals: Needed if the transfer requires specific regulatory clearances
7. Post-Closing Covenants: Optional provisions for ongoing obligations after closing
8. Non-Competition: Optional restrictions on seller's competitive activities post-sale
9. Transition Services: Required if seller will provide temporary services post-closing
1. Asset Schedule: Detailed listing and description of all assets being transferred
2. Excluded Assets: Specific listing of assets explicitly excluded from the sale
3. Purchase Price Allocation: Breakdown of purchase price across different asset categories
4. Encumbrances: List of existing encumbrances on the assets
5. Required Consents: List of third-party consents required for the transfer
6. Employees: List of transferring employees and their key employment terms
7. Contracts: List of contracts included in the transfer
8. Form of Transfer Documents: Templates for specific transfer documents required at closing
9. Warranty Exceptions: Specific disclosures against seller's warranties
10. Closing Checklist: Detailed list of all documents and actions required for closing
Authors
Manufacturing
Real Estate
Technology
Retail
Healthcare
Transportation & Logistics
Energy
Agriculture
Construction
Professional Services
Industrial
Hospitality
Mining & Resources
Media & Entertainment
Automotive
Legal
Finance
Corporate Development
Mergers & Acquisitions
Operations
Compliance
Risk Management
Business Development
Tax
Strategy
Corporate Secretariat
Due Diligence
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Lawyer
Business Development Manager
Investment Manager
Asset Manager
Compliance Officer
Finance Director
Operations Director
Commercial Director
Risk Manager
Transaction Manager
Legal Counsel
Corporate Secretary
Due Diligence Specialist
M&A Director
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