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Business Purchase Contract

Business Purchase Contract Template for Germany

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Key Requirements PROMPT example:

Business Purchase Contract

"I need a Business Purchase Contract for the acquisition of a medium-sized German software development company through a share purchase, with special attention to intellectual property rights transfer and employee retention provisions, targeting completion by March 2025."

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Document background
The Business Purchase Contract (Unternehmenskaufvertrag) is a fundamental document in German corporate transactions, used when one party intends to acquire a business from another, either through an asset or share purchase. This document is essential in the German market, where business transfers must comply with specific requirements under the German Civil Code (BGB) and Commercial Code (HGB). It's typically used in both private and public company acquisitions, requiring careful consideration of various aspects including employee rights (§613a BGB), tax implications, and competition law compliance. The contract must be comprehensive enough to address all aspects of the business transfer while meeting German legal requirements for form and content, often necessitating notarization for certain provisions. The document serves as the cornerstone of the transaction, defining all rights, obligations, warranties, and indemnities between the parties.
Suggested Sections

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

2. Background: Context of the transaction, including brief description of the business and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement, including 'Business', 'Completion Date', 'Purchase Price', etc.

4. Sale and Purchase: Core transaction terms, including what is being sold (shares/assets) and the basic agreement to sell and purchase

5. Purchase Price: Detailed provisions regarding the purchase price, payment terms, and any price adjustment mechanisms

6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction

7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including business conduct requirements

8. Completion: Details of the completion process, including timing, location, and actions required

9. Seller's Warranties: Warranties given by the seller regarding the business, assets, accounts, employees, etc.

10. Seller's Limitations on Liability: Limitations on the seller's liability under the warranties and indemnities

11. Purchaser's Warranties: Basic warranties given by the purchaser, including capacity to enter into the agreement

12. Post-Completion Obligations: Obligations after completion, including transitional arrangements

13. Confidentiality: Provisions regarding confidentiality of the transaction and business information

14. Announcements: Requirements for public announcements about the transaction

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

16. Execution: Signature blocks and execution formalities

Optional Sections

1. Non-Competition: Restrictions on the seller's ability to compete with the business post-completion - include when seller could potentially compete

2. Employee Matters: Specific provisions regarding employee transfers and related obligations - include when employees are being transferred

3. Real Estate: Specific provisions regarding property transfers - include when real estate is part of the transaction

4. Intellectual Property: Detailed IP transfer provisions - include when IP is a significant asset

5. Data Protection: GDPR compliance provisions - include when personal data is a significant consideration

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

7. Tax Covenant: Detailed tax provisions and indemnities - include for complex tax situations

8. Earn-out Provisions: Structure for additional payments based on future performance - include when part of purchase price is contingent

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

Suggested Schedules

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

2. Schedule 2 - Real Estate: Details of any real estate included in the sale

3. Schedule 3 - Intellectual Property: List of all IP rights included in the sale

4. Schedule 4 - Employee Information: Details of all employees and their terms of employment

5. Schedule 5 - Material Contracts: List and copies of key business contracts

6. Schedule 6 - Seller's Warranties: Detailed warranties given by the seller

7. Schedule 7 - Properties: Details of all properties owned or leased

8. Schedule 8 - Completion Requirements: Detailed list of completion deliverables

9. Schedule 9 - Permitted Encumbrances: List of permitted liens and encumbrances

10. Appendix 1 - Completion Accounts: Form of completion accounts and accounting policies

11. Appendix 2 - Bank Details: Banking information for payment of purchase price

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



































































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Relevant Industries

Manufacturing

Technology

Retail

Professional Services

Healthcare

Real Estate

Financial Services

Industrial

Energy

Construction

Automotive

Telecommunications

Hospitality

E-commerce

Media and Entertainment

Relevant Teams

Legal

Finance

Mergers & Acquisitions

Corporate Development

Tax

Compliance

Risk Management

Business Development

Strategic Planning

Corporate Secretariat

Due Diligence

Integration

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Director

Head of Mergers & Acquisitions

Finance Director

Business Development Director

Tax Director

Compliance Officer

Company Secretary

Managing Director

Investment Director

Due Diligence Manager

Integration Manager

Commercial Director

Risk Manager

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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