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Preliminary Purchase Agreement
1. Parties: Identification and details of the seller and purchaser, including full legal names, addresses, and registration numbers if applicable
2. Background: Context of the transaction, including brief description of the subject matter and purpose of the preliminary agreement
3. Definitions: Key terms used throughout the agreement
4. Subject Matter: Detailed description of the property or assets to be purchased
5. Purchase Price: Agreed preliminary purchase price and payment structure
6. Due Diligence: Framework for the buyer's investigation of the subject matter
7. Conditions Precedent: Conditions that must be satisfied before proceeding to final purchase agreement
8. Timeline: Key dates and deadlines for due diligence, negotiations, and execution of final agreement
9. Exclusivity: Seller's commitment not to negotiate with other parties during the preliminary period
10. Confidentiality: Obligations regarding confidential information exchanged during negotiations
11. Costs: Allocation of costs and expenses during the preliminary phase
12. Governing Law and Jurisdiction: Confirmation of Danish law application and jurisdiction
13. Signatures: Execution block for all parties
1. Deposit: Terms for any deposit or earnest money, used when parties agree on advance payments
2. Break Fee: Penalties for withdrawal from negotiations, used in high-value transactions
3. Warranties: Preliminary warranties about the subject matter, used for complex assets
4. Employee Matters: Provisions regarding employees if the purchase involves a business
5. Intellectual Property: Preliminary arrangements for IP transfers, used in business acquisitions
6. Environmental Matters: Special provisions for environmental due diligence, used for industrial properties
7. Regulatory Approvals: Framework for obtaining necessary regulatory approvals, used in regulated industries
1. Schedule 1 - Asset Description: Detailed description of the subject matter of the purchase
2. Schedule 2 - Due Diligence Requirements: List of documents and information to be provided during due diligence
3. Schedule 3 - Timeline: Detailed timeline with all key dates and milestones
4. Schedule 4 - Form of Non-Disclosure Agreement: Template NDA for parties involved in due diligence
5. Schedule 5 - Required Consents: List of third-party and regulatory consents required
6. Appendix A - Initial Due Diligence Findings: Summary of any preliminary investigations already conducted
7. Appendix B - Proposed Purchase Structure: Overview of the proposed transaction structure
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