The Partnership Interest Purchase Agreement is a crucial document used when transferring ownership interests in German partnerships, whether they are general partnerships (oHG), limited partnerships (KG), or professional partnerships. This agreement is essential for documenting the legal and commercial terms of the transfer, ensuring compliance with German partnership law, commercial law (HGB), and civil code (BGB) requirements. It's particularly important as partnership transfers in Germany often require specific formalities, including notarization and regulatory approvals. The document typically includes detailed provisions on purchase price, warranties, pre- and post-completion obligations, and various regulatory compliance matters. It's commonly used in business succession planning, strategic investments, or restructuring scenarios, and must carefully address German-specific legal requirements such as partner consent rights, competition law compliance, and tax implications.
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1. Parties: Identification of the seller(s) and purchaser(s) of the partnership interest
2. Background: Context of the transaction, description of the partnership, and current ownership structure
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including the specific partnership interest being sold and purchased
5. Purchase Price: Amount, currency, and structure of the purchase price
6. Payment Terms: Timing and method of payment, including any escrow arrangements
7. Conditions Precedent: Conditions that must be satisfied before completion of the transaction
8. Seller's Warranties: Representations and warranties given by the seller regarding the partnership interest and partnership
9. Purchaser's Warranties: Representations and warranties given by the purchaser
10. Pre-Completion Obligations: Obligations of the parties between signing and completion
11. Completion: Process and requirements for completing the transfer
12. Post-Completion Obligations: Obligations of the parties after completion
13. Confidentiality: Provisions regarding confidential information and announcements
14. Notices: Process for formal communications between parties
15. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction
16. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Tax Matters: Detailed provisions regarding tax indemnities and allocations - include when tax implications are significant
2. Real Estate Provisions: Specific provisions related to real estate owned by the partnership - include when partnership owns significant real estate
3. Competition Compliance: Provisions addressing merger control requirements - include when transaction meets relevant thresholds
4. Employees: Provisions regarding partnership employees - include when employment matters are significant
5. Intellectual Property: Specific provisions regarding IP rights - include when IP is a material asset
6. Environmental Matters: Environmental warranties and indemnities - include when partnership has environmental exposures
7. Bank Financing: Provisions regarding any bank financing arrangements - include when purchase is externally financed
8. Management Provisions: Provisions regarding ongoing management - include when seller retains management role
1. Partnership Information: Detailed information about the partnership, including registration details and business address
2. Current Partnership Agreement: Copy of the current partnership agreement
3. Financial Statements: Recent financial statements of the partnership
4. Properties: List and details of any real estate owned by the partnership
5. Material Contracts: List and copies of material contracts
6. Intellectual Property Rights: Details of IP owned or licensed by the partnership
7. Completion Requirements: Detailed list of completion deliverables and requirements
8. Form of Transfer Deed: Form of partnership interest transfer deed compliant with German law requirements
9. Warranties: Detailed warranties schedule
10. Disclosure Letter: Seller's disclosures against warranties
Relevant legal definitions
Clauses
Relevant Industries
Real Estate
Professional Services
Manufacturing
Technology
Healthcare
Energy
Infrastructure
Financial Services
Agriculture
Construction
Retail
Hospitality
Relevant Teams
Legal
Finance
Tax
Compliance
Corporate Development
Business Development
Investment
Due Diligence
Corporate Secretariat
Risk Management
Strategy
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Lawyer
Partnership Manager
Managing Partner
Finance Director
Tax Director
Business Development Director
Investment Manager
Compliance Officer
Due Diligence Manager
Corporate Secretary
Transaction Manager
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