The Business Asset Purchase Agreement is a crucial document used in German business transactions when one entity wishes to acquire specific assets of another entity without purchasing the entire company. It is particularly relevant in scenarios where cherry-picking of assets is preferred over a share purchase, or when the target business is not a separate legal entity. The agreement must comply with various German legal requirements, including the Bürgerliches Gesetzbuch (BGB) for contract law, Handelsgesetzbuch (HGB) for commercial aspects, and §613a BGB for employee transfers. It typically includes detailed schedules of assets, specific warranties, tax provisions, and may require notarization if real estate is involved. The document is essential for ensuring clear transfer of title, managing liabilities, and establishing the parties' rights and obligations under German law.
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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 business assets being transferred
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 being sold and confirmation of transfer
5. Purchase Price: Details of the purchase price, payment terms, and any adjustments
6. Completion: Timing and mechanics of the completion process, including conditions precedent
7. Seller's Warranties: Warranties regarding the assets, business, and seller's capacity to sell
8. Purchaser's Warranties: Basic warranties regarding the purchaser's capacity and authority to purchase
9. Employee Matters: Provisions regarding the transfer of employees under §613a BGB
10. Tax Matters: Allocation of tax liabilities and VAT treatment of the transfer
11. Confidentiality: Obligations regarding confidential information and announcement of the transaction
12. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction of German courts
13. Notices: Process for formal communications between parties
14. General Provisions: Standard boilerplate provisions including severability and entire agreement clauses
1. Real Estate: Required when the transaction includes transfer of real property, addressing specific requirements under German property law
2. Intellectual Property: Needed when significant IP assets are being transferred, including specific provisions for trademark and patent transfers
3. Data Protection: Required when personal data is being transferred, ensuring GDPR compliance
4. Environmental Matters: Important when the business involves environmental risks or permits
5. Competition Compliance: Required when the transaction meets certain thresholds under German competition law
6. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
7. Transition Services: Needed when the seller will provide post-completion services to the purchaser
8. Non-Compete Provisions: Optional restrictions on seller's future business activities, subject to German competition law limitations
1. Asset Schedule: Detailed list of all assets being transferred
2. Excluded Assets: List of assets explicitly excluded from the transfer
3. Employee List: Details of transferring employees and their key employment terms
4. Intellectual Property Rights: Complete list of IP rights being transferred
5. Material Contracts: List of key contracts being transferred
6. Properties: Details of any real estate included in the transfer
7. Completion Obligations: Detailed list of actions required at completion
8. Form of Transfer Instruments: Templates for specific transfer documents required under German law
9. Permitted Encumbrances: List of permitted liens and encumbrances on the assets
10. Tax Computation: Details of tax calculations and allocations
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