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Agreement For Sale Of Business Template for Germany

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Key Requirements PROMPT example:

Agreement For Sale Of Business

"I need an Agreement For Sale Of Business under German law for the sale of a medium-sized manufacturing company, with specific provisions for employee transfer and machinery leasing arrangements, including an earnout mechanism based on 2025 performance."

Document background
The Agreement For Sale Of Business is a crucial document used in German business transactions when one entity wishes to transfer ownership of a business to another. It is particularly relevant in the German market where strict regulatory compliance is required, especially regarding employee rights (§613a BGB), competition law, and tax implications. The agreement must comply with both German federal laws and, where applicable, EU regulations. It typically includes comprehensive provisions covering asset transfer, assumption of liabilities, employee transfers, intellectual property rights, and ongoing business obligations. This document is essential for both private and public company transactions in Germany and must be structured to account for specific German legal requirements regarding business transfers, including notarization requirements for certain types of transactions and mandatory employee protection provisions.
Suggested Sections

1. Parties: Identification and details of the seller and purchaser

2. Background: Context of the transaction and brief description of the business being sold

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Sale and Purchase: Core agreement to sell and purchase the business

5. Purchase Price: Purchase price, payment terms, and any adjustments

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

7. Pre-Completion Obligations: Obligations of parties between signing and completion

8. Completion: Process and requirements for closing the transaction

9. Business Assets: Detailed provisions regarding the transfer of business assets

10. Employees: Transfer of employment relationships under §613a BGB

11. Warranties and Representations: Seller's warranties about the business

12. Liability and Indemnification: Scope of liability and indemnification provisions

13. Non-Competition: Non-compete obligations of the seller

14. Confidentiality: Confidentiality obligations of all parties

15. Data Protection: Compliance with GDSG and data protection requirements

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

17. Governing Law and Jurisdiction: German law as governing law and jurisdiction provisions

18. General Provisions: Standard boilerplate clauses

Optional Sections

1. Intellectual Property: Specific provisions for IP transfer, used when the business has significant IP assets

2. Real Estate: Provisions for transfer of property, used when real estate is included in the sale

3. Environmental Matters: Environmental warranties and indemnities, used for businesses with environmental risks

4. Pension Schemes: Transfer of pension obligations, used when the business has pension schemes

5. Tax Covenant: Specific tax indemnities and arrangements, used for complex tax situations

6. Transitional Services: Arrangements for post-completion services, used when seller will provide ongoing support

7. Earn-out Provisions: Structure for additional payments based on future performance, used in performance-based deals

8. Joint Venture Provisions: Used when seller retains partial ownership or involvement

9. Bank Financing: Provisions relating to external financing, used when purchase is bank-financed

Suggested Schedules

1. Business Assets Schedule: Detailed list of all assets included in the sale

2. Excluded Assets Schedule: List of assets specifically excluded from the sale

3. Employee Schedule: List of transferring employees and their key employment terms

4. Material Contracts Schedule: List of key business contracts being transferred

5. Properties Schedule: Details of any real estate included in the sale

6. Intellectual Property Schedule: List of IP rights being transferred

7. Completion Obligations Schedule: Detailed list of completion deliverables

8. Warranties Schedule: Detailed warranties given by the seller

9. Disclosed Matters Schedule: Disclosures against the warranties

10. Form Documents: Forms of transfer documents to be executed at completion

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions







































































Clauses














































Relevant Industries

Manufacturing

Technology

Retail

Professional Services

Healthcare

Real Estate

Hospitality

Construction

Automotive

Energy

Financial Services

Logistics

E-commerce

Media and Entertainment

Agriculture

Food and Beverage

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Human Resources

Operations

Compliance

Risk Management

Business Development

Strategy

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

General Counsel

Legal Director

Corporate Development Director

Head of Mergers & Acquisitions

Finance Director

Business Development Manager

Integration Manager

Due Diligence Manager

Corporate Lawyer

Tax Director

HR Director

Operations Director

Company Secretary

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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