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Seller Friendly Asset Purchase Agreement

Seller Friendly Asset Purchase Agreement Template for Germany

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Key Requirements PROMPT example:

Seller Friendly Asset Purchase Agreement

"I need a Seller Friendly Asset Purchase Agreement under German law for the sale of manufacturing equipment and related IP rights, with closing expected by March 2025, including specific provisions for ongoing maintenance services and minimal post-closing obligations."

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Document background
The Seller Friendly Asset Purchase Agreement under German law is utilized when a business entity wishes to sell specific assets while maintaining maximum legal protection and minimum post-closing liability. This document is particularly suitable for sellers operating from a position of strength in negotiations or in competitive sale processes. It incorporates specific requirements of German civil law (BGB) and commercial law (HGB), while including robust seller protections such as limited warranties, comprehensive liability caps, and narrow indemnity provisions. The agreement typically covers various asset classes including tangible assets, contracts, intellectual property, and permits, with specific provisions addressing German law requirements for each asset type. It's structured to provide clarity on asset transfer mechanics while minimizing the seller's ongoing obligations and potential exposures post-closing.
Suggested Sections

1. Parties: Identification of seller and purchaser with full legal entities details

2. Background: Context of the transaction and brief description of the business and assets

3. Definitions and Interpretation: Key terms used throughout the agreement, including specific German law concepts

4. Sale and Purchase of Assets: Core transaction terms, including clear description of included and excluded assets

5. Purchase Price: Price, payment terms, adjustments, and payment mechanics

6. Closing: Closing mechanics, deliverables, and timing

7. Seller's Warranties: Limited warranties with clear qualifications and knowledge limitations

8. Liability Limitations: Comprehensive limitations on seller's liability, time limits, and de minimis claims

9. Purchaser's Warranties and Undertakings: Purchaser representations and commitments

10. Tax Matters: Tax treatment of the transaction and allocation of tax risks

11. Confidentiality: Confidentiality obligations regarding the transaction and business information

12. Notices: Format and delivery requirements for formal communications

13. General Provisions: Standard boilerplate including governing law, jurisdiction, and entire agreement provisions

Optional Sections

1. Real Estate Provisions: Required if real property is included in the assets, addressing specific requirements of German property law

2. Employee Matters: Required if employees are transferring, addressing requirements under German employment law

3. Intellectual Property: Detailed provisions for IP transfer if significant IP assets are involved

4. Data Protection: Specific GDPR compliance provisions if personal data is part of transferred assets

5. Environmental Matters: Required for transactions involving industrial assets or potential environmental liabilities

6. Post-Closing Covenants: Required if ongoing obligations exist post-closing

7. Competition Compliance: Required if transaction meets certain size thresholds under German competition law

8. Transition Services: Required if seller will provide post-closing support services

Suggested Schedules

1. Asset Schedule: Detailed listing of all assets being transferred

2. Excluded Assets Schedule: Specific listing of assets excluded from the transfer

3. Real Estate Schedule: Details of any real property including land register information

4. Contracts Schedule: List of contracts being transferred

5. Intellectual Property Schedule: Details of IP rights being transferred

6. Employee Schedule: List of transferring employees and their key terms

7. Encumbrances Schedule: List of existing encumbrances on the assets

8. Seller's Warranties Schedule: Detailed qualifications and disclosures to warranties

9. Closing Deliverables Schedule: List of documents and items to be delivered at closing

10. Form of Transfer Deeds: Templates for asset transfer documentation required under German law

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions



















































Clauses



































Relevant Industries

Manufacturing

Industrial

Real Estate

Technology

Retail

Automotive

Energy

Healthcare

Infrastructure

Hospitality

Agriculture

Construction

Transportation

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Risk Management

Operations

Commercial

Tax

Compliance

Business Development

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Development Director

Head of Mergers & Acquisitions

Business Development Manager

Finance Director

Commercial Director

Risk Manager

Asset Manager

Operations Director

Chief Operating Officer

Transaction Manager

Investment Director

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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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