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Asset Purchase Agreement for Germany

Asset Purchase Agreement Template for Germany

A comprehensive legal agreement governed by German law that facilitates the transfer of business assets from a seller to a purchaser. The document details the specific assets being transferred, purchase price, payment terms, warranties, and conditions for closing. It ensures compliance with German legal requirements, including the German Civil Code (BGB) and Commercial Code (HGB), while addressing tax implications, employee matters where relevant, and specific transfer requirements for different asset types. The agreement includes necessary provisions for due diligence findings, risk allocation, and post-closing obligations.

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What is a Asset Purchase Agreement?

The Asset Purchase Agreement is a crucial document used in German business transactions when one party wishes to acquire specific assets from another party without purchasing the entire company. This agreement is particularly important in the German legal context as it must comply with various statutory requirements, including the German Civil Code (BGB) and Commercial Code (HGB). It is commonly used in business restructuring, expansion strategies, or partial business acquisitions. The document typically contains detailed provisions about the assets being transferred, purchase price mechanisms, warranties, and various closing conditions. Special attention must be paid to German-specific requirements regarding employee transfers (§ 613a BGB), real estate transfers if applicable, and tax implications. The agreement serves as the primary document governing the entire transaction process, from initial agreement through to completion of the transfer.

What sections should be included in a Asset Purchase Agreement?

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

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

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

4. Sale and Purchase: Core transaction terms including the assets being sold and excluded assets

5. Purchase Price: Purchase price, payment terms, and any adjustments

6. Closing: Closing mechanics, conditions precedent, and closing deliverables

7. Seller's Warranties: Warranties regarding the seller's capacity and the assets being sold

8. Purchaser's Warranties: Basic warranties regarding the purchaser's capacity and authority

9. Pre-Closing Obligations: Obligations of both parties between signing and closing

10. Tax Matters: Tax treatment of the transaction and allocation of tax liabilities

11. Confidentiality: Confidentiality obligations regarding the transaction and information exchange

12. Notices: Format and delivery requirements for formal notices under the agreement

13. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes

14. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments

What sections are optional to include in a Asset Purchase Agreement?

1. Employee Matters: Required if employees are being transferred with the assets, addressing § 613a BGB requirements

2. Real Estate: Required if real property is included in the assets, addressing specific transfer requirements

3. Intellectual Property: Required if IP assets are being transferred, including registration and transfer procedures

4. Environmental Matters: Required if assets include industrial property or environmental risks

5. Data Protection: Required if personal data is part of the transferred assets, ensuring GDPR compliance

6. Competition Law Compliance: Required if the transaction meets merger control thresholds

7. Post-Closing Covenants: Optional section for ongoing obligations after closing

8. Transition Services: Required if seller will provide services to buyer post-closing

What schedules should be included in a Asset Purchase Agreement?

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 calculating the final purchase price

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. Intellectual Property: Detailed list of IP rights being transferred

8. Material Contracts: List of key contracts included in the transfer

9. Form Documents: Forms of transfer documents required at closing

10. Real Estate Details: Details of any real property including land register excerpts

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Germany

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions








































Clauses




































Relevant Industries

Manufacturing

Technology

Real Estate

Retail

Healthcare

Industrial

Automotive

Energy

Financial Services

Professional Services

Hospitality

Construction

Agriculture

Transportation

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Operations

Risk Management

Business Development

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Development Manager

Mergers & Acquisitions Director

Business Development Manager

Finance Director

Tax Director

Operations Director

Asset Manager

Investment Manager

Risk Manager

Compliance Officer

Due Diligence 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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