Business Sale Agreement Template for Germany

1. Intellectual Property Rights: Detailed provisions about IP transfer - include if the business owns significant IP assets

2. Real Estate: Specific provisions for transfer of real estate - include if business owns/leases property

3. Environmental Matters: Environmental warranties and indemnities - include for manufacturing or industrial businesses

4. Data Protection: Detailed GDPR compliance provisions - include if business processes significant personal data

5. Non-Competition: Non-compete provisions - include if seller could compete with the business

6. Earn-out Provisions: Structure for additional payments based on future performance - include if part of purchase price is contingent

7. Bank Financing: Provisions relating to external financing - include if purchase is bank-financed

8. Works Council: Provisions regarding works council consultation - include if business has a works council

1. Schedule 1: Business Assets: Detailed list of all assets included in the sale

2. Schedule 2: Excluded Assets: List of assets explicitly excluded from the sale

3. Schedule 3: Employees: List of transferring employees and their key employment terms

4. Schedule 4: Material Contracts: List of key business contracts being transferred

5. Schedule 5: Intellectual Property: Details of all IP rights owned by the business

6. Schedule 6: Properties: Details of owned and leased properties

7. Schedule 7: Warranties: Detailed seller's warranties

8. Schedule 8: Encumbrances: List of all encumbrances on business assets

9. Schedule 9: Permitted Leakage: List of permitted value extractions between locked box date and closing

10. Appendix 1: Closing Deliverables: List of all documents to be delivered at closing

11. Appendix 2: Form of Transfer Deeds: Templates for asset transfer documentation

12. Appendix 3: Disclosure Letter: Seller's disclosures against the warranties