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Simple Share Purchase Agreement
"I need a Simple Share Purchase Agreement under German law for the acquisition of 100% shares in a Berlin-based software development company, with closing scheduled for March 2025 and including standard warranties for a technology company regarding intellectual property rights and customer contracts."
1. Parties: Identification of the seller(s) and purchaser(s) with full legal details as required under German law
2. Background: Context of the transaction, description of the target company and shares being sold
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including identification of shares being sold and purchase price
5. Purchase Price: Detailed provisions on purchase price, payment mechanics, and any adjustments
6. Closing Conditions: Conditions precedent to closing, including regulatory approvals if required
7. Closing: Mechanics and formalities of closing, including required notarization process
8. Seller's Warranties: Standard warranties regarding ownership, authority, and target company
9. Purchaser's Warranties: Basic warranties regarding authority and ability to complete transaction
10. Liability and Indemnification: Provisions governing breach of warranties and indemnification obligations
11. Confidentiality: Obligations regarding transaction confidentiality and announcement restrictions
12. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
13. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Purchase Price Adjustment: Detailed mechanisms for post-closing price adjustments based on closing accounts or other metrics
2. Earn-out Provisions: Structure for additional payments based on future performance, if applicable
3. Employee Matters: Specific provisions regarding key employees or employee-related liabilities
4. Real Estate: Specific provisions for companies with significant real estate holdings
5. Tax Indemnity: Specific tax-related indemnities and allocation of tax risks
6. Non-Competition: Restrictions on seller's competitive activities post-closing
7. Transition Services: Arrangements for post-closing services provided by seller
8. Material Contracts: Specific provisions regarding key contracts requiring consent or special handling
1. Details of the Target Company: Corporate information, shareholding structure, and subsidiaries
2. Shares Being Transferred: Detailed description of shares including share numbers and certificates
3. Purchase Price Calculation: Detailed breakdown of purchase price components and calculations
4. Closing Actions: Checklist of all required closing deliverables and actions
5. Seller's Warranties: Full list of detailed warranties given by the seller
6. Material Contracts: List and details of key contracts affecting the target company
7. Real Estate: Details of owned and leased properties
8. Intellectual Property: List of IP rights owned or licensed by the target company
9. Employee Information: Key employment terms and agreements
10. Required Consents: List of third-party and regulatory consents required
Authors
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Retail
Professional Services
Energy
Transportation
Telecommunications
Media and Entertainment
Construction
Agriculture
Mining and Resources
Education
Hospitality
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Compliance
Risk Management
Corporate Secretariat
Treasury
Tax
Business Development
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Lawyer
M&A Director
Investment Manager
Business Development Director
Corporate Development Manager
Finance Director
Company Secretary
Legal Counsel
Transaction Manager
Due Diligence Manager
Risk Manager
Compliance Officer
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