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Business Asset Sale Agreement

Business Asset Sale Agreement Template for Germany

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Key Requirements PROMPT example:

Business Asset Sale Agreement

"Need a Business Asset Sale Agreement under German law for the sale of manufacturing equipment and associated IP rights from our Berlin factory to a competitor, with completion planned for March 2025 and including provisions for employee transfers."

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Document background
The Business Asset Sale Agreement is a crucial document used in German business transactions when a company wishes to sell specific business assets rather than shares or the entire legal entity. It is governed by German law and must comply with various German legal requirements, including the Civil Code (BGB), Commercial Code (HGB), and specific provisions relating to employee transfers (§ 613a BGB). This agreement is particularly relevant when parties wish to cherry-pick specific assets, avoid taking on all liabilities of a business, or structure the transaction in a way that optimizes tax efficiency. The document typically includes detailed provisions on asset identification, valuation, transfer mechanics, warranties, employee matters, tax arrangements, and post-completion obligations. It requires careful consideration of various German regulatory requirements, particularly regarding real estate transfers, data protection, and employment law.
Suggested Sections

1. Parties: Identification of the seller and purchaser, including full legal names, registration details, and addresses

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

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase of Assets: Core transaction terms, including description of assets being sold and excluded assets

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

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 business conduct requirements

8. Completion: Mechanics of completion, including timing, location, and actions required at completion

9. Warranties: Seller's warranties regarding the business, assets, and other relevant matters

10. Limitations on Liability: Limitations on seller's liability under the warranties and other provisions

11. Tax Matters: Tax treatment of the transaction and allocation of tax liabilities

12. Employee Matters: Treatment of employees, including transfer provisions under § 613a BGB

13. Post-Completion Obligations: Ongoing obligations after completion, including transition services if applicable

14. Confidentiality: Confidentiality obligations regarding the transaction and business information

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

16. Governing Law and Jurisdiction: Confirmation of German law as governing law and jurisdiction for disputes

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

Optional Sections

1. Non-Competition: Restrictions on seller's competitive activities - include when seller could compete with the transferred business

2. Intellectual Property Rights: Specific provisions for IP transfer and licensing - include when significant IP assets are involved

3. Real Estate: Specific provisions for transfer of real estate - include when property assets are part of the sale

4. Data Protection: GDPR compliance provisions - include when personal data is a significant component of transferred assets

5. Environmental Matters: Environmental warranties and indemnities - include for businesses with environmental risks

6. Financing Cooperation: Seller's obligations to assist with buyer's financing - include when buyer requires financing support

7. Third Party Consents: Process for obtaining required third party consents - include when key contracts require consent for transfer

8. Transition Services: Terms of transitional support from seller - include when post-completion assistance is needed

Suggested Schedules

1. Schedule 1 - Assets: Detailed list of all assets being transferred, including descriptions and locations

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

3. Schedule 3 - Properties: Details of any real estate assets included in the sale

4. Schedule 4 - Employees: List of transferring employees and their key employment terms

5. Schedule 5 - Contracts: List of business contracts being transferred

6. Schedule 6 - Intellectual Property: Details of all IP rights included in the sale

7. Schedule 7 - Warranties: Detailed seller warranties

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

9. Schedule 9 - Form of Transfer Documents: Templates for asset transfer documentation

10. Appendix A - Disclosure Letter: Seller's disclosures against the warranties

11. Appendix B - Data Room Index: Index of due diligence materials provided

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions
Clauses













































Relevant Industries

Manufacturing

Technology

Retail

Professional Services

Healthcare

Real Estate

Industrial

Energy

Automotive

Hospitality

Construction

Agriculture

Telecommunications

Transportation and Logistics

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Human Resources

Operations

Strategy

Risk and Compliance

Business Development

Corporate Secretariat

Integration

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Head of Legal

Corporate Lawyer

M&A Director

Business Development Director

Tax Director

Finance Director

Operations Director

HR Director

Commercial Director

Risk Manager

Compliance Officer

Corporate Secretary

Integration Manager

Asset Manager

Strategy Director

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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