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Restaurant Asset Purchase Agreement Template for Germany

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Key Requirements PROMPT example:

Restaurant Asset Purchase Agreement

"I need a Restaurant Asset Purchase Agreement for the sale of my small Italian restaurant in Munich, including all kitchen equipment and furniture, with the closing date set for March 15, 2025, and special attention to transferring my existing staff of 12 employees to the new owner."

What is a Restaurant Asset Purchase Agreement?

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 脗搂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.

What sections should be included in a Restaurant Asset Purchase Agreement?

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 脗搂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

What sections are optional to include in a Restaurant Asset Purchase Agreement?

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

What schedules should be included in a Restaurant Asset Purchase Agreement?

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses









































Relevant Industries

Hospitality

Food & Beverage

Restaurant Operations

Real Estate

Food Service

Gastronomy

Retail

Small Business

Commercial Property

Professional Services

Relevant Teams

Legal

Finance

Operations

Compliance

Real Estate

Mergers & Acquisitions

Business Development

Risk Management

Property Management

Commercial

Relevant Roles

Restaurant Owner

Business Development Manager

Chief Executive Officer

Chief Financial Officer

Operations Director

Legal Counsel

Corporate Lawyer

Business Broker

Restaurant Manager

Acquisition Manager

Real Estate Manager

Compliance Officer

Finance Director

Commercial Director

Business Transfer Specialist

Property Manager

Asset Manager

Restaurant Consultant

Industries










Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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