The Partnership Sale Agreement is a crucial document used when one or more partners wish to sell their interest in a German partnership to other partners or third parties. This agreement is particularly important in German business practice where partnerships (including OHG, KG, and GmbH & Co. KG structures) are common business vehicles. The document must comply with German partnership law, including the Handelsgesetzbuch (HGB) and related regulations. It typically includes detailed provisions on purchase price determination, payment terms, warranties, tax allocations, and completion requirements. The agreement often requires notarization under German law and must address specific German legal requirements such as commercial register notifications. It's commonly used in business succession planning, strategic exits, or restructuring scenarios.
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1. Parties: Identification of the selling and purchasing partners, and the partnership entity
2. Background: Context of the partnership, reason for sale, and current ownership structure
3. Definitions and Interpretation: Key terms used throughout the agreement, including Partnership Interest, Completion Date, and Purchase Price
4. Sale and Purchase: Core terms of the transaction, including description of partnership interest being sold and basic purchase obligations
5. Purchase Price: Amount, payment terms, and any price adjustment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before completion of the sale
7. Completion: Timing and mechanics of closing, including deliverables and payment procedures
8. Seller's Warranties: Representations and warranties regarding the partnership interest, business operations, and compliance
9. Purchaser's Warranties: Basic warranties from the purchaser, including capacity to purchase and financial ability
10. Pre-Completion Obligations: Conduct of business requirements between signing and completion
11. Tax Matters: Tax-related provisions, indemnities, and obligations
12. Confidentiality: Obligations regarding confidential information and announcements
13. Notices: Process for giving formal notices under the agreement
14. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes
1. Real Estate Provisions: Required if the partnership owns real estate, addressing GrEStG implications
2. Intellectual Property Rights: Needed if the partnership owns significant IP assets
3. Employee Matters: Required if there are specific employment-related obligations or transfers
4. Competition Restrictions: Non-compete and non-solicitation provisions, if agreed
5. Bank Financing: Include if purchase price is being financed through bank loans
6. Environmental Matters: Required if the partnership operates in environmentally sensitive sectors
7. Data Protection: Include if the partnership processes significant personal data
8. Merger Control: Required if the transaction requires merger clearance under GWB
1. Partnership Interest Details: Detailed description of the partnership interests being transferred
2. Completion Obligations: Detailed list of actions and documents required at completion
3. Warranties: Full list of seller's warranties and any specific disclosures
4. Partnership Assets: Inventory of key partnership assets included in the sale
5. Real Estate Schedule: Details of any real estate owned or leased by the partnership
6. Intellectual Property Schedule: List of IP rights owned or licensed by the partnership
7. Material Contracts: List of key contracts affecting the partnership
8. Employee Information: Details of employees and their terms of employment
9. Tax Computation: Details of tax calculations and allocations
Relevant legal definitions
Clauses
Relevant Industries
Professional Services
Real Estate
Manufacturing
Retail
Construction
Agriculture
Technology
Healthcare
Hospitality
Consulting
Trading
Transportation
Energy
Media and Entertainment
Relevant Teams
Legal
Finance
Tax
Corporate Development
Compliance
Strategy
Business Development
Corporate Secretariat
Risk Management
Executive Leadership
Relevant Roles
Managing Partner
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Tax Director
Business Development Director
Managing Director
Finance Director
Partnership Secretary
Compliance Officer
Commercial Director
Strategy Director
Corporate Development Manager
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