Closing Date Extension Addendum Template for Germany

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Key Requirements PROMPT example:

Closing Date Extension Addendum

I need a Closing Date Extension Addendum under German law to extend the closing date of our share purchase agreement from March 1, 2025, to June 30, 2025, due to pending regulatory approvals from the German Federal Cartel Office.

Document background
The Closing Date Extension Addendum is a critical document used when parties need to modify the closing date in an existing agreement under German law. It's commonly employed in situations where external factors, regulatory approvals, or other circumstances necessitate extending the originally agreed closing timeline. The document must comply with German Civil Code (BGB) requirements, particularly §§ 311 and 126 regarding contract modifications and form requirements. This addendum typically includes reference to the original agreement, specific details about the new closing date, any conditions attached to the extension, and confirmations about the continued validity of other terms. It's particularly relevant in complex transactions where closing conditions cannot be met within the initial timeframe, requiring formal documentation of the extended timeline while preserving the legal integrity of the original agreement.
Suggested Sections

1. Parties: Identification of all parties to the original agreement and this addendum

2. Background: Reference to the original agreement, its date, and brief context for the extension

3. Definitions: Key terms used in the addendum, particularly referring to defined terms in the original agreement

4. Extension of Closing Date: Clear statement of the new closing date and explicit amendment of the relevant section in the original agreement

5. Continued Validity: Confirmation that all other terms and conditions of the original agreement remain unchanged

6. Governing Law: Confirmation that the addendum is governed by German law, consistent with the original agreement

7. Counterparts: Provision for execution in multiple counterparts if needed

8. Execution: Signature blocks for all parties

Optional Sections

1. Additional Conditions: Any new conditions specifically related to the extension (use when the extension is conditional upon certain events or requirements)

2. Related Modifications: Changes to other dates or deadlines in the original agreement that are affected by the closing date extension (use when the extension impacts other timeline-dependent provisions)

3. Costs and Expenses: Allocation of any costs associated with the extension (use when there are specific costs related to the delay)

4. Representations and Warranties: Additional representations regarding the extension (use when parties need to confirm certain facts or circumstances related to the extension)

Suggested Schedules

1. Schedule 1 - Revised Timeline: Detailed timeline showing the new closing date and any other affected dates or deadlines

2. Schedule 2 - Consent Documents: Copies of any third-party consents required for the extension

3. Appendix A - Original Agreement: Copy of the original agreement being amended (for reference)

Authors

Alex Denne

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

Relevant Industries

Real Estate

Banking & Finance

Manufacturing

Technology

Energy

Infrastructure

Private Equity

Mergers & Acquisitions

Healthcare

Telecommunications

Relevant Teams

Legal

Corporate Development

Mergers & Acquisitions

Finance

Business Development

Compliance

Project Management

Real Estate

Treasury

Risk Management

Relevant Roles

Legal Counsel

Corporate Lawyer

Transaction Manager

Deal Manager

Chief Legal Officer

General Counsel

Business Development Manager

Contract Manager

Project Manager

M&A Director

Real Estate Manager

Finance Director

Compliance Officer

Company Secretary

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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