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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."
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
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
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
Manufacturing
Retail
Technology
Professional Services
Healthcare
Real Estate
Hospitality
Construction
Automotive
Energy
Financial Services
Media and Entertainment
Transportation and Logistics
Agriculture
Education
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Business Development
Executive Leadership
Strategy
Human Resources
Operations
Due Diligence
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
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