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The Contract For Sale Of Business is a crucial document used when transferring ownership of a business in Denmark, whether through an asset or share sale. It is essential for transactions ranging from small business transfers to large corporate acquisitions, providing a legally binding framework that ensures compliance with Danish corporate law, EU regulations, and relevant industry-specific requirements. The document comprehensively addresses all aspects of the business transfer, including purchase price, assets and liabilities, employee transfers, warranties and indemnities, and post-completion obligations. It is particularly important in the Danish context due to specific local legal requirements regarding employee rights, competition law, and corporate governance. The agreement serves to protect both parties' interests while ensuring a smooth transition of ownership and continued business operations.

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

2. Background: Context of the transaction, brief description of the business, 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 what is being sold (assets or shares) and the basic agreement to sell and purchase

5. Purchase Price: Details of the purchase price, payment terms, and any price adjustment mechanisms

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including conduct of business requirements

8. Completion: Process for completion, including timing, location, and actions required by each party

9. Warranties: Seller's warranties about the business, its assets, and operations

10. Limitations on Seller's Liability: Limitations on warranty claims and other seller liabilities

11. Tax Covenants: Specific provisions relating to tax matters and allocations of tax liabilities

12. Post-Completion Obligations: Obligations after completion, including transition services and cooperation requirements

13. Non-Competition and Non-Solicitation: Restrictions on seller's future activities to protect the purchased business

14. Confidentiality: Provisions regarding confidential information and announcements

15. Assignment and Succession: Rules regarding transfer of rights under the agreement

16. Notices: Process for giving formal notices under the agreement

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

18. General Provisions: Standard boilerplate provisions including severability, entire agreement, and amendments