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1. Parties: Identification of the transferring company and receiving company(ies), including full legal names, registration details, and addresses
2. Background: Context of the division, including company history, reason for division, and type of division (split-up, spin-off, or hive-down)
3. Definitions: Definitions of key terms used throughout the agreement
4. Division Structure: Detailed description of how the company will be divided, including the legal form of division under UmwG
5. Transfer of Assets and Liabilities: Comprehensive provisions regarding the transfer of assets, liabilities, and legal relationships
6. Consideration and Share Allocation: Details of any shares or other consideration to be issued in exchange for transferred assets
7. Effective Date: Specification of the economic effective date (Spaltungsstichtag) and closing conditions
8. Employee Matters: Provisions regarding the transfer of employees and their rights
9. Tax Provisions: Basic tax-related provisions and allocations of tax liabilities
10. Post-Division Obligations: Ongoing obligations and cooperation requirements between the parties
11. Warranties and Representations: Basic warranties regarding authority, ownership, and compliance
12. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction
1. Intellectual Property Rights: Detailed provisions for IP transfer and licensing - required when significant IP assets are involved
2. Real Estate: Specific provisions for real estate transfer - needed when property assets are being divided
3. Information Technology: IT systems separation and transition services - relevant for technology-dependent businesses
4. Competition Restrictions: Non-compete and territory allocation provisions - important for market-sensitive divisions
5. Pension Schemes: Specific provisions for pension obligations - required when pension schemes are affected
6. Transition Services: Provisions for temporary service arrangements between divided entities - needed for complex operational separations
7. Data Protection: Specific GDPR and data protection provisions - required when significant personal data processing is involved
8. Environmental Matters: Environmental liability allocation - necessary for industries with environmental impacts
1. Asset Register: Detailed list of all assets being transferred, including physical assets, contracts, and intellectual property
2. Employee List: Complete list of transferring employees and their key employment terms
3. Contract Register: List of contracts being transferred or split between entities
4. Real Estate Schedule: Details of any real estate being transferred, including relevant permits and licenses
5. Financial Statements: Closing balance sheet and relevant financial statements
6. Tax Allocation Schedule: Detailed allocation of tax assets, liabilities, and responsibilities
7. Intellectual Property Register: Comprehensive list of IP rights and their allocation
8. Pension Obligations: Details of pension schemes and their division between entities
Ancillary Agreements
Applicable Law
Assets
Business Day
Closing
Closing Date
Completion
Confidential Information
Consideration
Divided Business
Dividing Company
Division
Division Balance Sheet
Division Date
Division Effective Date
Division Plan
Division Resolution
Encumbrance
Excluded Assets
Excluded Liabilities
Governmental Authority
Group
Intellectual Property Rights
Liabilities
Material Adverse Change
Material Contracts
Permitted Encumbrances
Personnel
Receiving Company
Remaining Business
Representatives
Share Capital
Shareholders
Spaltungsstichtag
Subsidiaries
Tax
Tax Authority
Transaction
Transfer Date
Transferred Assets
Transferred Business
Transferred Contracts
Transferred Employees
Transferred Liabilities
Transferred Operations
Umwandlungsgesetz
Valuation Date
Working Capital
Definitions
Division Structure
Asset Transfer
Liability Allocation
Share Capital
Consideration
Employee Transfer
Works Council Consultation
Pension Arrangements
Real Estate
Intellectual Property
Contract Assignment
Information Technology
Data Protection
Tax Allocation
Environmental Matters
Warranties and Representations
Indemnification
Transition Services
Non-Competition
Confidentiality
Force Majeure
Dispute Resolution
Governing Law
Severability
Amendment
Notices
Costs and Expenses
Entire Agreement
Third Party Rights
Regulatory Compliance
Post-Completion Obligations
Further Assurance
Manufacturing
Technology
Financial Services
Real Estate
Energy
Healthcare
Retail
Telecommunications
Industrial
Professional Services
Automotive
Chemical
Construction
Media and Entertainment
Legal
Finance
Corporate Development
Strategy
Human Resources
Tax
Compliance
Risk Management
Treasury
Operations
Mergers & Acquisitions
Corporate Secretariat
Internal Audit
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Secretary
Head of Corporate Development
Head of Strategy
Head of Tax
Head of HR
Head of Compliance
M&A Director
Corporate Restructuring Manager
Finance Director
Legal Director
Risk Manager
Treasury Manager
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