The Equity Interest Purchase Agreement is a crucial transaction document used when acquiring or selling ownership interests in a company under German law. It serves as the primary legal instrument documenting the terms and conditions of share transfers, whether for a complete or partial acquisition of a company's equity. The agreement must comply with specific German legal requirements, including form requirements such as notarization for GmbH share transfers. It typically covers essential elements such as purchase price mechanisms, warranties and representations, closing conditions, and post-closing adjustments. The document is particularly important in M&A transactions, corporate restructurings, and investment deals, providing legal certainty and clear frameworks for both sellers and purchasers while addressing specific aspects of German corporate, commercial, and tax law.
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1. Parties: Identification of the seller(s) and purchaser(s), including full legal names and addresses
2. Background: Context of the transaction, description of the target company, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including description of shares being sold and purchase price
5. Purchase Price: Detailed provisions on purchase price, including calculation method, adjustments, and payment terms
6. Closing Conditions: Conditions precedent to closing, including regulatory approvals and other requirements
7. Closing: Mechanics and timing of closing, including required actions and deliverables
8. Warranties: Seller's warranties regarding the shares and target company
9. Seller's Covenants: Pre-closing and post-closing obligations of the seller
10. Purchaser's Warranties: Basic warranties from the purchaser, including authority to enter into the transaction
11. Liability and Indemnification: Provisions governing liability and indemnification obligations
12. Confidentiality: Confidentiality obligations of all parties
13. Notices: Process and requirements for formal communications between parties
14. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
15. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Non-Competition: Restrictions on seller's competitive activities, used when seller has significant market knowledge or customer relationships
2. Employee Matters: Specific provisions regarding employees, used when employment arrangements are material to the transaction
3. Real Estate: Specific provisions for real estate owned by target company, used when real estate is material asset
4. Intellectual Property: Detailed IP provisions, used when IP is a material asset
5. Bank Financing: Provisions related to third-party financing, used when purchase price is partially debt-financed
6. Tax Indemnity: Specific tax indemnification provisions, used for complex tax situations or historical tax risks
7. Transition Services: Provisions for post-closing services by seller, used when target relies on seller's infrastructure
8. Environmental Matters: Specific environmental provisions, used for companies with significant environmental exposure
1. Share Details: Detailed description of shares being transferred
2. Warranties: Detailed seller's warranties
3. Disclosed Information: List of documents provided in due diligence
4. Company Information: Details about the target company including corporate documents
5. Real Estate: List and details of real estate owned or leased
6. Material Contracts: List and summary of material contracts
7. Intellectual Property: List of IP rights owned or licensed
8. Employee Information: List of employees and key employment terms
9. Closing Deliverables: List of documents to be delivered at closing
10. Purchase Price Calculation: Detailed methodology for purchase price calculation and adjustments
11. Required Consents: List of third-party and regulatory consents required
12. Form of Transfer Documents: Forms of share transfer and other closing documents required under German law
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