The Agreement For Sale Of Business is a crucial document used in German business transactions when one entity wishes to transfer ownership of a business to another. It is particularly relevant in the German market where strict regulatory compliance is required, especially regarding employee rights (§613a BGB), competition law, and tax implications. The agreement must comply with both German federal laws and, where applicable, EU regulations. It typically includes comprehensive provisions covering asset transfer, assumption of liabilities, employee transfers, intellectual property rights, and ongoing business obligations. This document is essential for both private and public company transactions in Germany and must be structured to account for specific German legal requirements regarding business transfers, including notarization requirements for certain types of transactions and mandatory employee protection provisions.
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1. Parties: Identification and details of the seller and purchaser
2. Background: Context of the transaction and brief description of the business being sold
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Sale and Purchase: Core agreement to sell and purchase the business
5. Purchase Price: Purchase price, payment terms, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion
7. Pre-Completion Obligations: Obligations of parties between signing and completion
8. Completion: Process and requirements for closing the transaction
9. Business Assets: Detailed provisions regarding the transfer of business assets
10. Employees: Transfer of employment relationships under §613a BGB
11. Warranties and Representations: Seller's warranties about the business
12. Liability and Indemnification: Scope of liability and indemnification provisions
13. Non-Competition: Non-compete obligations of the seller
14. Confidentiality: Confidentiality obligations of all parties
15. Data Protection: Compliance with GDSG and data protection requirements
16. Notices: Process for giving formal notices under the agreement
17. Governing Law and Jurisdiction: German law as governing law and jurisdiction provisions
18. General Provisions: Standard boilerplate clauses
1. Intellectual Property: Specific provisions for IP transfer, used when the business has significant IP assets
2. Real Estate: Provisions for transfer of property, used when real estate is included in the sale
3. Environmental Matters: Environmental warranties and indemnities, used for businesses with environmental risks
4. Pension Schemes: Transfer of pension obligations, used when the business has pension schemes
5. Tax Covenant: Specific tax indemnities and arrangements, used for complex tax situations
6. Transitional Services: Arrangements for post-completion services, used when seller will provide ongoing support
7. Earn-out Provisions: Structure for additional payments based on future performance, used in performance-based deals
8. Joint Venture Provisions: Used when seller retains partial ownership or involvement
9. Bank Financing: Provisions relating to external financing, used when purchase is bank-financed
1. Business Assets Schedule: Detailed list of all assets included in the sale
2. Excluded Assets Schedule: List of assets specifically excluded from the sale
3. Employee Schedule: List of transferring employees and their key employment terms
4. Material Contracts Schedule: List of key business contracts being transferred
5. Properties Schedule: Details of any real estate included in the sale
6. Intellectual Property Schedule: List of IP rights being transferred
7. Completion Obligations Schedule: Detailed list of completion deliverables
8. Warranties Schedule: Detailed warranties given by the seller
9. Disclosed Matters Schedule: Disclosures against the warranties
10. Form Documents: Forms of transfer documents to be executed at completion
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