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The Restaurant Purchase Agreement is a crucial document used in Germany for the sale and acquisition of restaurant businesses. It is specifically designed to comply with German commercial law requirements and addresses the unique aspects of restaurant business transfers, including specific provisions under the Gaststättengesetz (Restaurant Act) and related regulations. The agreement becomes necessary when a restaurant owner wishes to sell their establishment and transfer all associated assets, licenses, permits, and employees to a new owner. It includes comprehensive provisions for due diligence, asset valuation, employee transfer under §613a BGB, premises arrangements, and operational licenses. The document also addresses specific German regulatory requirements for food service establishments, health and safety compliance, and local municipal regulations.

1. Parties: Identification of the seller and purchaser with 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: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including the subject matter of sale and purchase commitment

5. Purchase Price: Purchase price, payment terms, adjustments, and escrow arrangements if applicable

6. Closing Conditions: Conditions precedent to completion, including required permits, licenses transfer, and regulatory approvals

7. Due Diligence: Seller's obligations regarding disclosure and purchaser's inspection rights

8. Assets Transfer: Detailed provisions regarding the transfer of tangible and intangible assets

9. Premises: Treatment of property rights, whether owned or leased, including transfer or assignment of lease

10. Employee Matters: Transfer of employment contracts and related obligations under §613a BGB

11. Licenses and Permits: Transfer or reapplication of necessary operational licenses and permits

12. Seller's Warranties: Warranties regarding business, assets, employees, compliance, and financial statements

13. Purchaser's Warranties: Basic warranties regarding capacity to enter agreement and financial ability

14. Pre-Closing Obligations: Obligations of parties between signing and closing, including business operation requirements

15. Post-Closing Obligations: Ongoing obligations after closing, including transition support and non-compete provisions

16. Liability and Indemnification: Allocation of risks and indemnification obligations

17. Confidentiality: Confidentiality obligations regarding transaction and business information

18. Governing Law and Jurisdiction: Specification of German law application and jurisdiction for disputes

19. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments