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Buyback Agreement for Germany

Buyback Agreement Template for Germany

A German law-governed Buyback Agreement is a legally binding contract that facilitates the repurchase of assets, shares, or securities by their original seller. The document is structured in accordance with German civil and commercial law requirements, particularly the Bürgerliches Gesetzbuch (BGB) and Handelsgesetzbuch (HGB). It outlines the terms and conditions of the buyback transaction, including purchase price, payment terms, representations and warranties, and completion mechanics, while ensuring compliance with German regulatory requirements, especially when dealing with corporate shares under the Aktiengesetz (AktG).

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What is a Buyback Agreement?

The Buyback Agreement is a crucial document used when an original seller wishes to repurchase assets, shares, or securities previously sold to another party. This type of agreement is particularly important in German business transactions where strict legal compliance is required under various regulations including the Bürgerliches Gesetzbuch (BGB), Handelsgesetzbuch (HGB), and, where applicable, the Aktiengesetz (AktG). The document addresses key aspects such as purchase price determination, payment mechanisms, conditions precedent, and completion requirements. It's commonly used in corporate restructuring, strategic business decisions, or when exercising previously agreed buyback rights. The agreement must carefully consider German tax implications and regulatory requirements, particularly when involving listed companies or regulated industries.

What sections should be included in a Buyback Agreement?

1. Parties: Identification of the contracting parties including full legal names, registration details, and addresses

2. Background: Context of the agreement, including the reason for the buyback and relevant corporate history

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Subject Matter of Buyback: Detailed description of the assets/shares/securities being bought back

5. Purchase Price and Payment Terms: Specification of the purchase price, payment method, and timing

6. Conditions Precedent: Conditions that must be satisfied before the buyback can be completed

7. Completion Mechanics: Step-by-step process for executing the buyback transaction

8. Representations and Warranties: Statements of fact and assurances from both parties

9. Tax Provisions: Allocation of tax liabilities and responsibilities

10. Confidentiality: Obligations regarding confidential information

11. Notices: Process and requirements for formal communications between parties

12. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes

13. Execution: Signature blocks and execution formalities

What sections are optional to include in a Buyback Agreement?

1. Regulatory Approvals: Required when the buyback needs specific regulatory clearances

2. Security Arrangements: Included when payment is secured or made in installments

3. Employee Matters: Needed when the buyback affects employment relationships

4. Intellectual Property Rights: Required when IP assets are involved in the buyback

5. Post-Completion Covenants: Include when ongoing obligations exist after completion

6. Non-Competition Provisions: Added when restrictions on future activities are required

7. Break Fee: Optional provision for compensation if the transaction fails to complete

8. Force Majeure: Include when specific events might affect the ability to complete the buyback

What schedules should be included in a Buyback Agreement?

1. Asset Schedule: Detailed list and description of assets being bought back

2. Share Certificate Details: If shares are involved, details of share certificates and numbers

3. Completion Checklist: List of documents and actions required for completion

4. Corporate Authorizations: Copies of relevant board and shareholder resolutions

5. Calculation of Purchase Price: Detailed breakdown of how the purchase price was calculated

6. Form of Transfer Documents: Template transfer documents required for completion

7. Due Diligence Results: Summary of key findings from due diligence process

8. Tax Calculations: Detailed calculations of tax implications and adjustments

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Germany

Publisher

Genie AI

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions














































Clauses



































Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Retail

Energy

Telecommunications

Professional Services

Healthcare

Automotive

Relevant Teams

Legal

Finance

Corporate Development

Treasury

Compliance

Risk Management

Corporate Secretariat

Tax

Mergers & Acquisitions

Executive Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Finance Director

Corporate Secretary

Compliance Officer

Treasury Manager

Investment Manager

Business Development Director

Corporate Development Manager

Risk Manager

Board Member

Managing Director

Head of Mergers & Acquisitions

Industries





Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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