The Model Asset Purchase Agreement serves as a foundational document for transactions involving the transfer of business assets under German law. It is specifically designed for scenarios where companies wish to acquire specific assets rather than shares in a company, providing flexibility in selecting which assets and liabilities to transfer. This document type is essential when businesses want to execute asset deals (Asset Deal) as opposed to share deals (Share Deal) under German jurisdiction. The agreement incorporates crucial elements required by German civil law (BGB), commercial law (HGB), and other relevant legislation, while addressing key aspects such as asset identification, purchase price mechanisms, employee transfers, tax considerations, and warranty provisions. The Model Asset Purchase Agreement is particularly valuable for transactions requiring careful asset selection and specific liability allocation, and can be customized to accommodate various business sectors and transaction sizes while maintaining compliance with German legal requirements.
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1. Parties: Identification of the seller and purchaser with full legal details
2. Background: Context of the transaction and brief description of the business and assets
3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement
4. Sale and Purchase of Assets: Description of assets being sold and specific exclusions
5. Purchase Price: Base purchase price, adjustment mechanisms, and payment terms
6. Closing: Conditions precedent, closing mechanics, and timing
7. Seller's Warranties: Comprehensive warranties regarding the assets, business, and seller
8. Purchaser's Warranties: Basic warranties regarding purchaser's capacity and authority
9. Pre-Closing Obligations: Conduct of business before closing and required approvals
10. Post-Closing Obligations: Transitional arrangements and ongoing commitments
11. Employees: Treatment of employees and related obligations under §613a BGB
12. Tax Matters: Tax allocations, indemnities, and compliance requirements
13. Confidentiality: Confidentiality obligations and permitted disclosures
14. Announcements: Rules for public announcements and press releases
15. Governing Law and Jurisdiction: Choice of German law and jurisdiction provisions
16. General Provisions: Standard boilerplate clauses including notices, amendments, etc.
1. Environmental Matters: Include when target assets include real estate or manufacturing facilities
2. Intellectual Property: Include when significant IP assets are part of the transaction
3. Data Protection: Include when personal data processing is material to the business
4. Competition Law Compliance: Include when transaction requires merger control clearance
5. Earn-out Provisions: Include when part of purchase price is contingent on future performance
6. Real Estate: Include when real property assets are material to the transaction
7. Transition Services: Include when post-closing services are needed from seller
8. Pensions: Include when pension obligations are being transferred
1. Asset Schedule: Detailed list of all assets being transferred
2. Excluded Assets: List of specifically excluded assets
3. Employee Schedule: List of transferring employees and their key terms
4. Real Estate Schedule: Details of any real property being transferred
5. Intellectual Property Schedule: List of IP rights being transferred
6. Material Contracts: List of key contracts being transferred
7. Purchase Price Adjustment Mechanism: Detailed working capital or other adjustment calculations
8. Closing Actions: List of required closing deliverables and actions
9. Form of Transfer Deeds: Ƶ for asset transfer documentation
10. Permitted Encumbrances: List of permitted liens and encumbrances on assets
Authors
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Retail
Technology
Real Estate
Healthcare
Automotive
Industrial
Energy
Professional Services
Transportation
Construction
Hospitality
Media and Entertainment
Telecommunications
Financial Services
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Human Resources
Tax
Operations
Compliance
Risk Management
Business Development
Integration
Treasury
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Development Director
Head of Mergers & Acquisitions
Financial Controller
Tax Director
HR Director
Operations Director
Risk Manager
Compliance Officer
Business Development Manager
Integration Manager
Transaction Manager
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