The Business Transfer Agreement is a crucial document used in German business acquisitions when one entity wishes to transfer its business operations to another. This agreement is particularly significant under German law due to specific legal requirements, especially regarding employee transfers under Section 613a BGB and strict data protection regulations. It is commonly used in various scenarios including corporate restructuring, business unit divestitures, and strategic acquisitions. The document must address numerous aspects including asset transfer, employee rights, liability allocation, warranties, and regulatory compliance, while ensuring adherence to German corporate, employment, tax, and competition laws. The agreement's structure and content are influenced by German legal requirements and business practices, making it distinct from similar agreements in other jurisdictions.
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1. Parties: Identification of the transferor and transferee, including full legal names and registration details
2. Background: Context of the transaction, description of the business being transferred, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including the assets, business and liabilities being transferred
5. Purchase Price: Purchase price, payment terms, adjustments, and calculation mechanisms
6. Conditions Precedent: 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: Mechanics of completion, including timing, location, and actions required
9. Employee Matters: Provisions regarding the transfer of employees under Section 613a BGB and related obligations
10. Warranties: Seller's warranties regarding the business, assets, and liabilities being transferred
11. Tax Matters: Tax-related provisions, including allocations, indemnities, and VAT treatment
12. Confidentiality and Announcements: Obligations regarding confidential information and public communications
13. Post-Completion Obligations: Ongoing obligations after completion, including transition services if applicable
14. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
1. Non-Competition: Restrictions on seller's competing activities - include when seller could potentially compete post-transfer
2. Intellectual Property Rights: Specific provisions for IP transfers - include when significant IP assets are involved
3. Real Estate: Specific provisions for property transfers - include when real estate is a significant part of the transfer
4. Data Protection: Detailed GDPR compliance provisions - include when significant personal data is involved
5. Environmental Matters: Environmental warranties and indemnities - include for businesses with environmental risks
6. Transition Services: Terms for post-completion services - include when seller will provide support post-completion
7. Works Council Provisions: Specific provisions regarding works council involvement - include when works council exists
8. Bank Guarantees: Requirements for bank guarantees - include when payment security is required
1. Business Assets: Detailed list of all tangible and intangible assets being transferred
2. Excluded Assets: List of assets explicitly excluded from the transfer
3. Employees: List of transferring employees and their key employment terms
4. Material Contracts: List of key contracts being transferred
5. Properties: Details of any real estate included in the transfer
6. Intellectual Property: Schedule of IP rights being transferred
7. Warranties: Detailed warranties given by the seller
8. Completion Obligations: Detailed list of documents and actions required at completion
9. Form of Transfer Documents: Ƶ of various transfer documents required at completion
10. Purchase Price Adjustment: Detailed mechanics for any purchase price adjustments
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