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Asset Sale Agreement Template for Denmark

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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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What is a Asset Sale Agreement?

The Asset Sale Agreement is a crucial legal document used in Danish business transactions when one party wishes to sell specific assets to another party without transferring an entire business entity. This agreement is essential for transactions governed by Danish law and must comply with various Danish regulations, including the Contracts Act (Aftaleloven), Sale of Goods Act (Købeloven), and relevant tax legislation. It's commonly used for both simple and complex asset transfers, from equipment and inventory to intellectual property and real estate. The document outlines all essential aspects of the transaction, including detailed asset descriptions, purchase price, payment terms, warranties, and closing conditions. It also addresses specific Danish legal requirements such as registration obligations, VAT treatment, and mandatory disclosures.

What sections should be included in a Asset Sale Agreement?

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

What sections are optional to include in a Asset Sale Agreement?

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

What schedules should be included in a Asset Sale Agreement?

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

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries

Manufacturing

Real Estate

Technology

Retail

Healthcare

Transportation & Logistics

Energy

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Hospitality

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Relevant Teams

Legal

Finance

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Mergers & Acquisitions

Operations

Compliance

Risk Management

Business Development

Tax

Strategy

Corporate Secretariat

Due Diligence

Relevant Roles

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

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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