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Merger And Acquisition Agreement
I need a Merger And Acquisition Agreement under German law for the purchase of a mid-sized software development company based in Munich, with specific focus on intellectual property protection and employee retention provisions, including earn-out mechanisms for key developers.
1. Parties: Identification and details of the parties involved in the transaction
2. Background/Recitals: Context of the transaction and brief description of the parties' intentions
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including the object of purchase and basic deal structure
5. Purchase Price: Purchase price, payment terms, adjustments, and earn-out provisions if applicable
6. Closing Conditions: Conditions precedent to closing, including regulatory approvals and third-party consents
7. Pre-Closing Obligations: Obligations of parties between signing and closing, including conduct of business
8. Closing: Closing mechanism, deliverables, and timing
9. Warranties and Representations: Seller's and buyer's warranties and representations
10. Indemnification: Indemnification provisions and liability limitations
11. Covenants: Post-closing obligations and restrictions
12. Termination: Termination rights and consequences
13. Confidentiality: Confidentiality obligations and permitted disclosures
14. Notices: Communication procedures between parties
15. Governing Law and Jurisdiction: Choice of German law and jurisdiction provisions
16. Miscellaneous: Standard boilerplate provisions including severability and entire agreement
1. Employee Matters: Specific provisions regarding employees and works council requirements - required when the transaction involves transfer of employees
2. Real Estate: Specific provisions for real estate assets - required when significant real estate assets are involved
3. Intellectual Property: Detailed IP provisions - required when significant IP assets are part of the transaction
4. Environmental Matters: Environmental warranties and indemnities - required for industrial or manufacturing businesses
5. Data Protection: GDPR and data protection provisions - required when personal data processing is involved
6. Competition Compliance: Detailed antitrust provisions - required for larger transactions requiring merger control
7. Transition Services: Transition service arrangements - required when post-closing services are needed
8. Tax Covenant: Detailed tax provisions - required for share deals or complex tax structures
1. Definitions Schedule: Detailed definitions used throughout the agreement
2. Target Company Details: Corporate information, shareholding structure, and subsidiaries
3. Properties Schedule: List and details of real estate assets
4. IP Schedule: List of intellectual property rights
5. Material Contracts: List and copies of material contracts
6. Employee Information: List of employees and employment terms
7. Warranties Schedule: Detailed warranties and any qualifications
8. Disclosure Schedule: Seller's disclosures against warranties
9. Purchase Price Calculation: Detailed purchase price calculations and adjustments
10. Closing Deliverables: List of documents and actions required at closing
11. Data Room Index: Index of due diligence documents provided
12. Required Consents: List of required third-party and regulatory consents
Authors
Manufacturing
Technology
Financial Services
Healthcare
Real Estate
Energy
Automotive
Chemical
Retail
Professional Services
Industrial
Software
Telecommunications
Construction
Consumer Goods
Legal
Finance
Corporate Development
Mergers & Acquisitions
Strategy
Executive Leadership
Risk & Compliance
Operations
Due Diligence
Integration
Treasury
Tax
Human Resources
Corporate Secretariat
Chief Executive Officer
Chief Financial Officer
General Counsel
Head of Legal
Corporate Development Director
M&A Director
Legal Counsel
Corporate Lawyer
Investment Banking Director
Due Diligence Manager
Integration Manager
Chief Operating Officer
Head of Strategy
Corporate Secretary
Risk Manager
Compliance Officer
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