The Company Buyout Agreement is a crucial document used in mergers and acquisitions transactions under German law when one party wishes to acquire ownership of another company. This comprehensive agreement is essential for both private and public company acquisitions in Germany, requiring careful consideration of the German Civil Code (BGB), Commercial Code (HGB), and various other regulations including employment law protections. The document outlines all aspects of the transaction including purchase price, payment terms, warranties, representations, and specific German legal requirements such as notarization. It's particularly important to address employee rights and consultation requirements under German law, as well as competition law considerations and regulatory approvals. The agreement typically includes detailed schedules covering company information, assets, contracts, and employees, and must comply with German corporate law requirements for share or asset transfers.
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1. Parties: Identification of the seller(s) and buyer(s) with full legal details
2. Background: Context of the transaction and description of the target company
3. Definitions and Interpretation: Definitions of terms used throughout the agreement and interpretation rules
4. Sale and Purchase: Core transaction terms including what is being sold and purchased
5. Purchase Price: Details of the consideration, payment terms, and any price adjustment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of the parties between signing and completion
8. Completion: Mechanics of the completion process and completion deliverables
9. Warranties: Seller's warranties regarding the company and business
10. Limitations on Liability: Limitations on the seller's liability under the warranties
11. Tax Matters: Tax-related provisions and allocations of tax liabilities
12. Employee Matters: Provisions relating to employees and employment contracts
13. Confidentiality: Obligations regarding confidential information
14. Non-Competition: Non-compete and non-solicitation provisions
15. Announcements: Provisions regarding public announcements about the transaction
16. Notices: Process for giving notices under the agreement
17. General Provisions: Standard boilerplate clauses including governing law and jurisdiction
1. Real Estate: Specific provisions for real estate assets if the company owns significant property
2. Intellectual Property: Detailed IP provisions where IP is a key asset of the business
3. Data Protection: Specific provisions regarding GDPR and data protection compliance
4. Environmental Matters: Environmental warranties and indemnities for businesses with environmental risks
5. Regulatory Compliance: Industry-specific regulatory provisions for regulated businesses
6. Earn-out Provisions: Detail of any earn-out mechanism if part of the consideration is contingent
7. Bank Financing: Provisions relating to any bank financing of the purchase price
8. Foreign Investment Provisions: Specific provisions required for foreign buyers under German foreign investment laws
1. Company Details: Detailed information about the target company including corporate information
2. Properties: List and details of all real estate owned or leased by the company
3. Intellectual Property Rights: Schedule of all IP owned or licensed by the company
4. Employee Information: List of employees and their key employment terms
5. Material Contracts: Summary of key contracts and arrangements
6. Warranties: Detailed warranties given by the seller
7. Completion Obligations: Detailed list of completion deliverables
8. Tax Deed: Detailed tax covenant and related provisions
9. Accounts: Recent financial statements and management accounts
10. Permitted Leakage: List of permitted value extractions in case of a locked box mechanism
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