Company Purchase Agreement Template for Germany

1. Purchase Price Adjustment: Detailed mechanisms for post-closing adjustments based on closing accounts, used when the final purchase price depends on closing date financials

2. Earn-out Provisions: Additional purchase price payments based on future performance, used when parties agree on performance-based additional payments

3. Non-Competition: Restrictions on seller's future competitive activities, important when seller could compete with the target business

4. Employee Matters: Specific provisions regarding employees and works council, particularly important in asset deals or when significant employee changes are planned

5. Tax Indemnity: Specific tax-related indemnities, particularly important in share deals or when significant tax risks are identified

6. Material Adverse Change: Provisions allowing termination for significant adverse changes, used in larger transactions or those with extended periods between signing and closing

7. Break Fee: Compensation if transaction fails under specific circumstances, used in larger transactions or when significant preparation costs are involved

1. Company Details: Detailed information about the target company including corporate documents and structure

2. Disclosed Information: List of documents provided in due diligence and disclosure process

3. Real Estate: Details of owned and leased properties

4. Material Contracts: List and copies of key business contracts

5. Intellectual Property: List of IP rights owned or licensed by the company

6. Employee Information: List of employees, their contracts, and benefits

7. Closing Actions: Detailed list of actions required for closing

8. Form of Transfer Documents: Templates for share transfer or other closing documents

9. Warranties: Detailed warranties schedule

10. Financial Statements: Recent financial statements and management accounts

11. Bank Accounts: Details of company bank accounts and financial facilities