The Asset Acquisition Agreement is a fundamental transaction document used when a business wants to purchase specific assets rather than acquiring shares in a company. Under German law, this agreement must comply with various regulations including the Bürgerliches Gesetzbuch (BGB) for contract formation and asset transfer, and the Handelsgesetzbuch (HGB) for commercial aspects. The document is essential for transactions where parties wish to cherry-pick specific assets, avoid taking over all liabilities, or structure the deal for tax efficiency. It typically includes detailed asset descriptions, purchase price mechanisms, warranties specific to the assets, and various closing conditions. The agreement must address specific German law requirements regarding asset transfer, including form requirements for certain assets (such as real estate), tax implications, and employment law considerations if the transfer includes employees.
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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 assets being acquired
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including identification of assets being sold and purchased
5. Purchase Price: Purchase price, payment terms, and any price adjustment mechanisms
6. Closing: Conditions precedent, closing mechanics, and timing
7. Seller's Warranties: Representations and warranties regarding the assets and seller's capacity
8. Purchaser's Warranties: Basic representations and warranties regarding purchaser's capacity and authority
9. Pre-Closing Obligations: Obligations of both parties between signing and closing
10. Tax Matters: Tax-related provisions, allocations, and indemnities
11. Liability and Indemnification: Scope of liability and indemnification obligations
12. Confidentiality: Confidentiality obligations regarding the transaction and transferred information
13. Notices: Communication procedures and contact details
14. Governing Law and Jurisdiction: Specification of German law application and jurisdiction
15. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Employee Matters: Required when employees are being transferred with the assets (§613a BGB)
2. Real Estate: Specific provisions when real property is included in the transfer
3. Intellectual Property: Detailed provisions for IP transfer when intellectual property is a significant component
4. Environmental Matters: Required when assets include industrial properties or environmental risks
5. Competition and Merger Control: Required when transaction meets relevant merger control thresholds
6. Data Protection: Required when personal data is included in transferred assets
7. Transition Services: Include when post-closing operational support is needed
8. Bank Guarantees: Include when purchase price is secured by bank guarantees
9. Non-Competition: Include when seller restrictions are required post-closing
1. Asset Schedule: Detailed list and description of all assets being transferred
2. Excluded Assets: List of specific assets excluded from the transaction
3. Purchase Price Calculation: Detailed methodology for price calculation and adjustments
4. Encumbrances: List of existing encumbrances on the assets
5. Required Consents: List of third-party consents required for the transfer
6. Employees: List of transferring employees and their key employment terms
7. Contracts: List of contracts being transferred
8. Real Estate Details: Detailed description of any real estate including land register details
9. Intellectual Property Register: Detailed list of IP rights being transferred
10. Closing Checklist: List of documents and actions required for closing
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