Buy Out Agreement

Buy Out Agreement Template for Denmark

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Document background

The Buy Out Agreement is a critical transaction document used in Danish business acquisitions when one party wishes to purchase either the shares or assets of a business from its current owner(s). This agreement is essential in the Danish market where business transfers must comply with specific local corporate, employment, and tax regulations. The document typically includes detailed provisions on purchase price mechanisms, warranties, indemnities, and closing conditions, all structured in accordance with Danish law principles. It's particularly important in private company transactions and requires careful consideration of the Danish Companies Act (Selskabsloven), employee transfer regulations, and tax implications. The agreement serves as the cornerstone document in documenting the transaction terms and protecting both buyers' and sellers' interests throughout the acquisition process.

Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s), including full legal names and registration details

2. Background: Context of the transaction, including brief description of the business and reason for the buy-out

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets) and purchase price

5. Payment Terms: Structure and timing of payments, including any earn-out or adjustment mechanisms

6. Closing Conditions: Prerequisites that must be met before the transaction can complete

7. Pre-Closing Obligations: Parties' obligations between signing and closing

8. Closing Mechanics: Detailed process for completion of the transaction

9. Sellers' Warranties: Representations and warranties about the business, assets, and liabilities

10. Limitations of Liability: Limitations on sellers' liability for warranty breaches and claims

11. Post-Closing Covenants: Ongoing obligations after closing, including non-compete provisions

12. Tax Matters: Tax-related provisions and allocations of responsibility

13. Confidentiality: Obligations regarding confidential information

14. Announcements: Provisions regarding public announcements about the transaction

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

16. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement

Optional Sections

1. Employee Matters: Specific provisions regarding employees when the transaction involves significant workforce transfer

2. Intellectual Property Rights: Detailed IP provisions when the business involves significant IP assets

3. Real Estate: Specific provisions for transfer of property ownership or lease arrangements

4. Environmental Matters: Environmental warranties and indemnities for businesses with environmental risks

5. Third Party Consents: Provisions regarding obtaining necessary third-party approvals

6. Transitional Services: Terms for post-closing services provided by seller to ensure business continuity

7. Bank Financing: Provisions relating to external financing when the purchase is bank-funded

8. Competition Clearance: Specific provisions when the transaction requires competition authority approval

Suggested Schedules

1. Schedule 1 - The Business: Detailed description of the business being transferred

2. Schedule 2 - Properties: List and details of all real estate owned or leased

3. Schedule 3 - Intellectual Property: List of all IP rights including registrations and licenses

4. Schedule 4 - Material Contracts: List and copies of key business contracts

5. Schedule 5 - Employees: List of employees with key terms of employment

6. Schedule 6 - Warranties: Detailed warranties given by the sellers

7. Schedule 7 - Tax Covenant: Detailed tax indemnity provisions

8. Schedule 8 - Completion Obligations: Detailed list of actions required at completion

9. Schedule 9 - Properties Title Documents: Copies of property ownership or lease documentation

10. Schedule 10 - Accounts: Recent financial statements and management accounts

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