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1. Parties: Identification of the parties to the agreement, including seller(s) and purchaser(s)
2. Background: Context of the transaction, including description of the target company and transaction rationale
3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including German-law specific concepts
4. Sale and Purchase: Core transaction terms including subject matter of sale, purchase price, and payment terms
5. Purchase Price: Detailed provisions on purchase price calculation, adjustments, and payment mechanics
6. Conditions Precedent: Conditions that must be satisfied before closing can occur
7. Pre-Closing Obligations: Parties' obligations between signing and closing, including conduct of business requirements
8. Closing: Mechanics and requirements for completion of the transaction, including notarization requirements
9. Warranties: Seller's representations and warranties about the target company and the shares
10. Liability and Indemnification: Terms governing breach of warranties, indemnification, and limitations of liability
11. Remedies: Available remedies for breach of agreement, including specific performance
12. Confidentiality: Obligations regarding confidential information and announcements
13. Governing Law and Jurisdiction: Choice of German law and jurisdiction provisions
14. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Regulatory Approvals: Required when the transaction needs specific regulatory clearances (e.g., merger control)
2. Employee Matters: Needed when specific employee-related arrangements or protections are required
3. Tax Matters: Detailed tax provisions and allocations when significant tax implications exist
4. Real Estate: Specific provisions for real estate owned by target company
5. Transition Services: Required when post-closing services between parties are needed
6. Non-Competition: Non-compete and non-solicitation provisions if required for business protection
7. Earn-out Provisions: When part of purchase price is contingent on future performance
8. Escrow Arrangements: When purchase price or indemnification security is held in escrow
1. Target Company Details: Corporate information, shareholding structure, and organizational documents
2. Warranties Schedule: Detailed disclosures against warranties
3. Purchase Price Calculation: Detailed methodology and working capital adjustments
4. Material Contracts: List and copies of key contracts
5. Real Estate Schedule: Details of owned and leased properties
6. Intellectual Property: List of IP rights and registrations
7. Employee Information: List of employees and employment terms
8. Permits and Licenses: List of operational permits and licenses
9. Bank Accounts and Powers of Attorney: Banking relationships and authorized signatories
10. Closing Checklist: List of required closing actions and documents
Accounting Principles
Affiliate
AG
Agreement
Ancillary Agreements
Applicable Law
Articles of Association
Basket
Business
Business Day
Cap
Claim
Closing
Closing Date
Closing Statement
Commercial Register
Company
Completion
Conditions Precedent
Confidential Information
Consideration
Control
Data Room
De Minimis
Disclosed
Disclosure Letter
Due Diligence
EBITDA
Effective Date
Encumbrance
Enterprise Value
Equity Interest
Escrow Account
Escrow Agent
Escrow Agreement
Financial Statements
Fundamental Warranties
GmbH
Governmental Authority
Group
Handelsregister
Intellectual Property Rights
Interim Period
Knowledge
Leakage
Locked Box Date
Losses
Material Adverse Change
Material Agreements
Material Breach
Net Working Capital
Notary
Notice
Parties
Permitted Leakage
Purchase Price
Purchase Price Adjustment
Purchaser
Reference Date
Related Persons
Relevant Period
Representatives
Seller
Seller's Guarantee
Shares
Signing Date
Subsidiary
Target Company
Tax
Tax Authority
Third Party
Transaction
Transaction Documents
Warranties
Working Capital
Recitals
Definitions
Interpretation
Share Purchase
Purchase Price
Purchase Price Adjustment
Payment Terms
Conditions Precedent
Pre-Closing Covenants
Closing
Post-Closing Obligations
Seller Warranties
Company Warranties
Tax Warranties
Environmental Warranties
Employment Warranties
Intellectual Property Warranties
Property Warranties
Compliance Warranties
Indemnification
Liability Limitations
Non-Competition
Non-Solicitation
Confidentiality
Public Announcements
Data Protection
Assignment
Force Majeure
Notarization
Costs
Notices
Amendment
Severability
Entire Agreement
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Manufacturing
Technology
Financial Services
Real Estate
Healthcare
Energy
Retail
Professional Services
Industrial
Consumer Goods
Telecommunications
Infrastructure
Media and Entertainment
Automotive
Life Sciences
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Management
Treasury
Tax
Compliance
Risk Management
Business Development
Strategy
Corporate Secretary Office
General Counsel
Legal Director
Corporate Lawyer
M&A Lawyer
Chief Financial Officer
Finance Director
Corporate Development Director
Investment Manager
Chief Executive Officer
Managing Director
Transaction Manager
Due Diligence Manager
Business Development Director
Integration Manager
Risk Manager
Company Secretary
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