The Restaurant Asset Purchase Agreement is a specialized commercial contract used when transferring ownership of a restaurant business's assets in Germany. It is essential for transactions involving the sale of restaurant operations, whether small independent establishments or larger dining venues. The agreement comprehensively covers the transfer of physical assets, operational permits, employment contracts (under §613a BGB), and gastronomy licenses, while ensuring compliance with German food safety regulations and commercial laws. This document is particularly important as it must address specific German legal requirements for business transfers, including mandatory employee rights protection, health and safety regulations, and specific gastronomy sector compliance requirements. It's typically used in conjunction with due diligence processes and often requires coordination with various regulatory authorities.
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1. Parties: Identification of the seller and purchaser, including full legal names, registration details, and addresses
2. Background: Context of the transaction, including brief description of the restaurant business and purpose of the agreement
3. Definitions: Key terms used throughout the agreement, including specific German legal and regulatory terms
4. Sale and Purchase of Assets: Detailed description of assets being transferred, including tangible and intangible assets
5. Purchase Price: Purchase price, payment terms, adjustments, and VAT considerations under German tax law
6. Closing: Conditions precedent, closing mechanics, and timing of the transaction
7. Seller's Warranties: Warranties regarding business ownership, operations, compliance with German laws and regulations
8. Property and Equipment: Details of restaurant premises, kitchen equipment, furniture, and fixtures
9. Employees: Treatment of employees under §613a BGB, including transfer of employment contracts and obligations
10. Licenses and Permits: Transfer of gastronomy licenses, alcohol licenses, and other operational permits
11. Liabilities: Allocation of liabilities between seller and purchaser
12. Covenants: Pre-closing and post-closing obligations of both parties
13. Indemnification: Indemnification provisions and liability limitations
14. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction
15. Miscellaneous: Standard closing provisions including notices, amendments, and severability
1. Intellectual Property: Transfer of restaurant name, logos, recipes, and other IP (if applicable)
2. Third-Party Contracts: Assignment of supplier contracts, service agreements, and other ongoing relationships
3. Environmental Matters: Environmental compliance and liabilities, if restaurant premises have specific environmental concerns
4. Training and Transition: Provisions for seller to provide operational training to purchaser
5. Non-Competition: Restrictions on seller's future restaurant operations in the area
6. Inventory: Detailed treatment of food, beverage, and supply inventory if included in sale
7. Real Estate Matters: If property is owned rather than leased, or if lease transfer requires special provisions
8. Data Protection: Specific provisions regarding customer data transfer under GDSG
9. Force Majeure: Provisions for extraordinary events affecting closing or operations
1. Asset Inventory: Detailed list of all tangible assets included in the sale
2. Equipment List: Detailed inventory of kitchen equipment, appliances, and fixtures
3. Employee Information: List of employees, positions, and employment terms
4. Contracts List: Schedule of all assignable contracts and agreements
5. Licenses and Permits: Complete list of operational licenses and permits being transferred
6. Excluded Assets: List of assets explicitly excluded from the sale
7. Assumed Liabilities: Detailed list of liabilities being assumed by purchaser
8. Property Details: Layout plans, property documents, or lease agreements
9. Purchase Price Allocation: Breakdown of purchase price across asset categories for tax purposes
10. Due Diligence Findings: Summary of key due diligence findings and required remedial actions
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