Merger And Acquisition Agreement Template for Germany

1. Employee Matters: Specific provisions regarding employees and works council requirements - required when the transaction involves transfer of employees

2. Real Estate: Specific provisions for real estate assets - required when significant real estate assets are involved

3. Intellectual Property: Detailed IP provisions - required when significant IP assets are part of the transaction

4. Environmental Matters: Environmental warranties and indemnities - required for industrial or manufacturing businesses

5. Data Protection: GDPR and data protection provisions - required when personal data processing is involved

6. Competition Compliance: Detailed antitrust provisions - required for larger transactions requiring merger control

7. Transition Services: Transition service arrangements - required when post-closing services are needed

8. Tax Covenant: Detailed tax provisions - required for share deals or complex tax structures

1. Definitions Schedule: Detailed definitions used throughout the agreement

2. Target Company Details: Corporate information, shareholding structure, and subsidiaries

3. Properties Schedule: List and details of real estate assets

4. IP Schedule: List of intellectual property rights

5. Material Contracts: List and copies of material contracts

6. Employee Information: List of employees and employment terms

7. Warranties Schedule: Detailed warranties and any qualifications

8. Disclosure Schedule: Seller's disclosures against warranties

9. Purchase Price Calculation: Detailed purchase price calculations and adjustments

10. Closing Deliverables: List of documents and actions required at closing

11. Data Room Index: Index of due diligence documents provided

12. Required Consents: List of required third-party and regulatory consents