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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."
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
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
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
Manufacturing
Technology
Retail
Professional Services
Healthcare
Real Estate
Hospitality
Construction
Automotive
Energy
Financial Services
Logistics
E-commerce
Media and Entertainment
Agriculture
Food and Beverage
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Human Resources
Operations
Compliance
Risk Management
Business Development
Strategy
Corporate Secretariat
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
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