The Business Purchase Contract (Unternehmenskaufvertrag) is a fundamental document in German corporate transactions, used when one party intends to acquire a business from another, either through an asset or share purchase. This document is essential in the German market, where business transfers must comply with specific requirements under the German Civil Code (BGB) and Commercial Code (HGB). It's typically used in both private and public company acquisitions, requiring careful consideration of various aspects including employee rights (§613a BGB), tax implications, and competition law compliance. The contract must be comprehensive enough to address all aspects of the business transfer while meeting German legal requirements for form and content, often necessitating notarization for certain provisions. The document serves as the cornerstone of the transaction, defining all rights, obligations, warranties, and indemnities between the parties.
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1. Parties: Identification and details of the seller and purchaser, including full legal names, registration numbers, and registered addresses
2. Background: Context of the transaction, including brief description of the business and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement, including 'Business', 'Completion Date', 'Purchase Price', etc.
4. Sale and Purchase: Core transaction terms, including what is being sold (shares/assets) and the basic agreement to sell and purchase
5. Purchase Price: Detailed provisions regarding the purchase price, payment terms, and any price adjustment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction
7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including business conduct requirements
8. Completion: Details of the completion process, including timing, location, and actions required
9. Seller's Warranties: Warranties given by the seller regarding the business, assets, accounts, employees, etc.
10. Seller's Limitations on Liability: Limitations on the seller's liability under the warranties and indemnities
11. Purchaser's Warranties: Basic warranties given by the purchaser, including capacity to enter into the agreement
12. Post-Completion Obligations: Obligations after completion, including transitional arrangements
13. Confidentiality: Provisions regarding confidentiality of the transaction and business information
14. Announcements: Requirements for public announcements about the transaction
15. Governing Law and Jurisdiction: Confirmation of German law as governing law and jurisdiction for disputes
16. Execution: Signature blocks and execution formalities
1. Non-Competition: Restrictions on the seller's ability to compete with the business post-completion - include when seller could potentially compete
2. Employee Matters: Specific provisions regarding employee transfers and related obligations - include when employees are being transferred
3. Real Estate: Specific provisions regarding property transfers - include when real estate is part of the transaction
4. Intellectual Property: Detailed IP transfer provisions - include when IP is a significant asset
5. Data Protection: GDPR compliance provisions - include when personal data is a significant consideration
6. Environmental Matters: Environmental warranties and indemnities - include for businesses with environmental risks
7. Tax Covenant: Detailed tax provisions and indemnities - include for complex tax situations
8. Earn-out Provisions: Structure for additional payments based on future performance - include when part of purchase price is contingent
9. Bank Financing: Provisions relating to external financing - include when purchase is bank-financed
1. Schedule 1 - Business Assets: Detailed list of all assets included in the sale
2. Schedule 2 - Real Estate: Details of any real estate included in the sale
3. Schedule 3 - Intellectual Property: List of all IP rights included in the sale
4. Schedule 4 - Employee Information: Details of all employees and their terms of employment
5. Schedule 5 - Material Contracts: List and copies of key business contracts
6. Schedule 6 - Seller's Warranties: Detailed warranties given by the seller
7. Schedule 7 - Properties: Details of all properties owned or leased
8. Schedule 8 - Completion Requirements: Detailed list of completion deliverables
9. Schedule 9 - Permitted Encumbrances: List of permitted liens and encumbrances
10. Appendix 1 - Completion Accounts: Form of completion accounts and accounting policies
11. Appendix 2 - Bank Details: Banking information for payment of purchase price
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