The Acquisition Purchase Agreement (Unternehmenskaufvertrag) is the principal transaction document used in German M&A deals to effect the purchase and sale of a business, whether through share or asset acquisition. This document is essential when acquiring German companies or assets and must comply with specific requirements under German law, including notarization requirements for share transfers (beurkundungspflichtig). The agreement typically follows extensive due diligence and often incorporates sophisticated mechanisms for purchase price adjustments, warranties, and indemnities. It must address various aspects of German corporate, commercial, employment, and tax law, while considering regulatory requirements such as merger control and foreign investment reviews. The document is particularly important as it defines the entire transaction structure and serves as the primary reference point for all parties throughout the acquisition process and for any post-closing disputes.
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1. Parties: Identification of the seller(s) and purchaser(s) with full legal details as required under German law
2. Background: Context of the transaction, including description of the target company and transaction rationale
3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules, including German legal terms where necessary
4. Sale and Purchase: Core transaction terms including the object of sale (shares/assets) and basic transfer mechanics
5. Purchase Price: Purchase price determination, payment terms, and any adjustments
6. Closing Conditions: Conditions precedent to closing, including regulatory approvals and third-party consents
7. Pre-Closing Obligations: Conduct of business requirements between signing and closing
8. Closing: Closing mechanics, including required notarization procedures under German law
9. Warranties: Seller's warranties regarding the target company, incorporating German law specifics
10. Warranty Claims: Procedures and limitations for warranty claims
11. Tax Indemnity: Tax-related representations and indemnities
12. Confidentiality and Announcements: Confidentiality obligations and rules for public announcements
13. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction arrangements
14. Miscellaneous: Standard boilerplate provisions adapted to German law requirements
1. Earn-out Provisions: Include when purchase price includes performance-based components
2. Employee Matters: Include when specific employee-related arrangements need to be addressed
3. Real Estate: Include when significant real estate assets are involved
4. Intellectual Property: Include when IP assets are material to the transaction
5. Environmental Matters: Include for businesses with significant environmental exposure
6. Competition Restrictions: Include when non-compete or non-solicitation provisions are required
7. Transitional Services: Include when post-closing services are needed from seller
8. Bank Financing: Include when transaction involves external financing arrangements
9. Material Contracts: Include when specific treatment of key contracts is required
1. Target Company Information: Detailed information about the target company structure and organization
2. Disclosure Schedule: Exceptions and qualifications to warranties
3. Properties Schedule: List of real estate and material assets
4. Material Contracts Schedule: List and details of material contracts
5. Intellectual Property Schedule: List of IP rights and registrations
6. Employee Schedule: List of employees and employment terms
7. Pension Schemes: Details of pension arrangements
8. Closing Deliverables: List of documents required at closing
9. Purchase Price Adjustment Methodology: Detailed calculations for price adjustments
10. Form of Closing Documents: Templates for required closing certificates and notices
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