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Contract For Sale Of Business Assets

Contract For Sale Of Business Assets Template for Germany

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Key Requirements PROMPT example:

Contract For Sale Of Business Assets

"I need a Contract for Sale of Business Assets under German law for the purchase of a manufacturing facility in Bavaria, including machinery, equipment, and transfer of 50 employees, with completion planned for March 2025."

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Document background
The Contract for Sale of Business Assets is a crucial document used when a business wishes to transfer specific assets rather than shares or the entire legal entity under German law. This type of agreement is particularly relevant for partial business transfers, restructuring operations, or when buyers prefer to cherry-pick specific assets rather than assume all liabilities of a business entity. The document must comply with German legal requirements, including the Civil Code (BGB), Commercial Code (HGB), and various regulatory frameworks depending on the assets involved. It typically includes detailed schedules of assets, provisions for employee transfers (if applicable), tax considerations, and specific warranties and indemnities. The agreement is structured to ensure clear allocation of risks and responsibilities while maintaining compliance with German legal requirements for asset transfers.
Suggested Sections

1. Parties: Identification of the seller and purchaser with full legal names and registered addresses

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

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

4. Sale and Purchase: Core agreement to sell and purchase the assets, including the scope of included and excluded assets

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

6. Conditions Precedent: Any 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: Details of when, where and how completion will take place, including completion deliverables

9. Warranties: Seller's warranties regarding the business and assets being sold

10. Liability and Indemnities: Scope of seller's liability and specific indemnities

11. Confidentiality and Announcements: Obligations regarding confidential information and public communications

12. VAT and Tax Matters: Treatment of VAT and other tax implications of the sale

13. Post-Completion Obligations: Ongoing obligations after completion, including assistance with business transition

14. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, and jurisdiction

Optional Sections

1. Employee Provisions: Required if employees are transferring as part of the sale, addressing TUPE-equivalent provisions under German law

2. Real Estate: Required if the sale includes real property, addressing specific requirements under German property law

3. Intellectual Property: Required if significant IP assets are being transferred

4. Data Protection: Required if personal data is being transferred as part of the business assets

5. Environmental Matters: Required if the business involves environmental risks or permits

6. Pensions: Required if pension schemes or obligations are being transferred

7. Competition Compliance: Required if the transaction meets certain size thresholds requiring merger control consideration

8. Transitional Services: Required if the seller will provide services to the buyer post-completion

Suggested Schedules

1. Asset Schedule: Detailed list of all assets being transferred

2. Excluded Assets: Detailed list of assets explicitly excluded from the sale

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

4. Intellectual Property Rights: List of all IP rights being transferred

5. Employees: List of transferring employees and their key employment terms

6. Contracts: List of contracts being transferred

7. Completion Obligations: Detailed list of actions and deliverables required at completion

8. Warranties: Detailed warranties given by the seller

9. Tax Covenant: Detailed provisions regarding tax indemnities and allocations

10. Form of Transfer Documents: Templates of specific transfer documents required under German law

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

Retail

Technology

Healthcare

Real Estate

Professional Services

Industrial

Automotive

Energy

Telecommunications

Hospitality

Construction

Transportation and Logistics

Media and Entertainment

Financial Services

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Operations

Risk Management

Compliance

Due Diligence

Integration

Strategy

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Lawyer

Legal Director

Finance Director

Business Development Director

Operations Director

Tax Manager

Corporate Development Manager

Mergers & Acquisitions Manager

Due Diligence Manager

Asset Manager

Risk Manager

Compliance Officer

Integration Manager

Transaction 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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