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Business Buy And Sell Agreement Template for Germany

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Key Requirements PROMPT example:

Business Buy And Sell Agreement

"I need a Business Buy and Sell Agreement for the sale of my German manufacturing company based in Munich, including transfer of machinery, warehouse facilities, and existing supplier contracts, with completion planned for March 2025."

Document background
The Business Buy And Sell Agreement is a crucial document used in German business transactions when one party wishes to acquire another party's business operations, assets, or shares. This agreement is essential for documenting the terms and conditions of the business transfer, ensuring compliance with German commercial law, particularly the BGB (Civil Code) and HGB (Commercial Code). It becomes necessary when businesses undergo ownership changes, mergers, or restructuring, and must address various aspects including asset transfer, employee transitions (according to § 613a BGB), liability assumptions, and regulatory compliance. The document requires careful consideration of German corporate, tax, and employment laws, and often involves review by multiple stakeholders including legal counsel, tax advisors, and business valuators.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s) with full legal names and addresses

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

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including what is being sold and purchased

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

6. Closing: Conditions precedent, closing mechanics, and timing

7. Seller's Representations and Warranties: Statements of fact and guarantees about the business, its assets, and operations

8. Buyer's Representations and Warranties: Statements of fact and guarantees from the buyer, including ability to complete the transaction

9. Pre-Closing Covenants: Obligations of both parties between signing and closing

10. Post-Closing Covenants: Ongoing obligations after the closing

11. Employees: Treatment of employees and related obligations under § 613a BGB

12. Indemnification: Rights and obligations regarding compensation for losses or breaches

13. Confidentiality: Obligations regarding confidential information

14. Governing Law and Jurisdiction: Specification of German law application and jurisdiction

15. Miscellaneous: Standard provisions including notices, amendments, and severability

Optional Sections

1. Real Estate: Required when the business sale includes real property transfers

2. Intellectual Property: Detailed section needed when IP assets are significant to the business

3. Environmental Matters: Required for businesses with environmental risks or compliance obligations

4. Data Protection: Detailed section needed when significant personal data processing is involved

5. Competition Restrictions: Non-compete and non-solicitation provisions, if applicable

6. Transition Services: Required when the seller will provide post-closing operational support

7. Earn-out Provisions: When part of the purchase price is contingent on future performance

8. Bank Financing: Required when the purchase is dependent on third-party financing

9. Tax Matters: Detailed tax provisions for complex tax structures or implications

Suggested Schedules

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

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

3. Assumed Liabilities Schedule: Detailed list of liabilities being assumed by the buyer

4. Material Contracts Schedule: List and copies of all material contracts being transferred

5. Employee Schedule: List of employees, their positions, and key employment terms

6. Intellectual Property Schedule: Detailed list of all IP assets being transferred

7. Real Estate Schedule: Details of any real property included in the sale

8. Permits and Licenses Schedule: List of all permits and licenses being transferred

9. Purchase Price Calculation Schedule: Detailed methodology for calculating final purchase price

10. Closing Deliverables Schedule: List of all documents and items to be delivered at closing

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 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

Retail

Technology

Professional Services

Healthcare

Real Estate

Hospitality

Construction

Automotive

Energy

Financial Services

Media and Entertainment

Transportation and Logistics

Agriculture

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Business Development

Executive Leadership

Strategy

Human Resources

Operations

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Lawyer

M&A Director

Business Development Manager

Finance Director

Tax Director

Risk Manager

Compliance Officer

Managing Director

Board Member

Company Secretary

Investment Manager

Due Diligence Specialist

Integration Manager

Corporate Development 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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