The Quota Purchase Agreement is a fundamental transaction document used in German M&A practice for the acquisition of shares (quotas) in a German limited liability company (GmbH). It must be executed in notarial form according to German law and typically results from extensive negotiations between the parties. The agreement comprehensively documents the terms and conditions of the transaction, including detailed provisions on purchase price determination, payment mechanics, representations and warranties, indemnification obligations, and closing conditions. It is particularly important as it must satisfy specific requirements under German corporate law, especially the GmbH-Gesetz, and often requires various regulatory approvals. The document is typically used in private M&A transactions where a complete or partial transfer of ownership in a GmbH is intended.
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1. Parties: Identification of the seller(s) and purchaser(s) with full legal details
2. Background: Context of the transaction, description of the target company and the quotas being sold
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including the object of purchase and transfer commitment
5. Purchase Price: Purchase price, payment terms, and any price adjustment mechanisms
6. Closing Conditions: Conditions precedent to closing, including regulatory approvals if required
7. Closing: Closing mechanics, timing, and deliverables
8. Sellers' Warranties: Representations and warranties given by the sellers
9. Purchaser's Warranties: Representations and warranties given by the purchaser
10. Liability and Indemnification: Terms governing breach, remedies, and indemnification obligations
11. Covenants: Pre-closing and post-closing obligations of the parties
12. Confidentiality: Confidentiality obligations and permitted disclosures
13. Notices: Format and addresses for formal notices under the agreement
14. General Provisions: Boilerplate provisions including governing law, jurisdiction, and entire agreement
1. Non-Competition: Restrictions on seller's competitive activities - include when seller is active in the business
2. Employee Matters: Specific provisions regarding employees - include when employment issues are material
3. Tax Indemnity: Specific tax-related indemnities - include when tax risks are significant
4. Bank Financing: Provisions relating to external financing - include when purchase is externally financed
5. Material Contracts: Specific provisions regarding key contracts - include when material contracts require consent or transfer
6. Real Estate: Specific provisions regarding property - include when real estate is material to the business
7. Intellectual Property: Specific IP-related provisions - include when IP is material to the business
8. Environmental Matters: Environmental warranties and indemnities - include for businesses with environmental risks
1. Corporate Documents: Constitutional documents, commercial register excerpts of target company
2. Disclosed Information: List of documents provided in due diligence
3. Warranties: Detailed warranties schedule
4. Properties: List of real estate owned or leased by the target company
5. Material Contracts: List of material contracts of the target company
6. Intellectual Property: List of IP rights owned or licensed by the target company
7. Employees: List of employees and their key terms of employment
8. Closing Deliverables: Detailed list of documents to be delivered at closing
9. Purchase Price Adjustment: Detailed mechanics for any purchase price adjustment
10. Required Consents: List of third-party and regulatory consents required
Relevant legal definitions
Clauses
Sale and Purchase
Purchase Price
Payment Terms
Price Adjustment
Conditions Precedent
Closing Mechanics
Seller Warranties
Purchaser Warranties
Business Warranties
Tax Covenants
Indemnification
Non-Competition
Confidentiality
Employee Matters
Corporate Authority
Due Authorization
Valid Title
Regulatory Compliance
Environmental Compliance
Intellectual Property
Material Contracts
Real Estate
Insurance
Data Protection
Anti-Corruption
Pre-Closing Covenants
Post-Closing Covenants
Third Party Rights
Assignment
Force Majeure
Notices
Governing Law
Dispute Resolution
Severability
Entire Agreement
Amendments
Notarization Requirements
Commercial Register Filing
Costs and Expenses
Bank Guarantees
Public Announcements
Purchase Price
Payment Terms
Price Adjustment
Conditions Precedent
Closing Mechanics
Seller Warranties
Purchaser Warranties
Business Warranties
Tax Covenants
Indemnification
Non-Competition
Confidentiality
Employee Matters
Corporate Authority
Due Authorization
Valid Title
Regulatory Compliance
Environmental Compliance
Intellectual Property
Material Contracts
Real Estate
Insurance
Data Protection
Anti-Corruption
Pre-Closing Covenants
Post-Closing Covenants
Third Party Rights
Assignment
Force Majeure
Notices
Governing Law
Dispute Resolution
Severability
Entire Agreement
Amendments
Notarization Requirements
Commercial Register Filing
Costs and Expenses
Bank Guarantees
Public Announcements
Relevant Industries
Manufacturing
Technology
Real Estate
Professional Services
Financial Services
Healthcare
Retail
Energy
Infrastructure
Telecommunications
Automotive
Construction
Agriculture
Transportation
Media and Entertainment
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Due Diligence
Risk Management
Compliance
Business Development
Treasury
Tax
Corporate Secretariat
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Lawyer
M&A Lawyer
Investment Director
Business Development Director
Financial Controller
Corporate Development Manager
Due Diligence Manager
Transaction Manager
Risk Manager
Compliance Officer
Company Secretary
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