Security Purchase Agreement Template for Germany

1. Purchase Price Adjustment: Detailed mechanisms for post-closing price adjustments - used when price depends on closing accounts or other variables

2. Bank Guarantee/Escrow: Terms for security arrangements - used when payment security is required

3. Tax Matters: Specific tax-related provisions - used when transaction has significant tax implications

4. Non-Competition: Non-compete obligations - used when seller needs to be restricted from competing

5. Regulatory Approvals: Detailed provisions regarding required regulatory approvals - used when transaction requires regulatory clearance

6. Employee Matters: Provisions regarding employees - used when securities purchase affects employment relationships

7. Transition Services: Terms for post-closing services - used when seller needs to provide continuing support

8. Break Fee: Break fee provisions - used in larger transactions where abort costs need to be addressed

1. Securities Details: Detailed description of the securities being sold

2. Closing Deliverables: List of all documents and items to be delivered at closing

3. Warranties: Detailed warranties given by the seller

4. Disclosure Schedule: Exceptions and qualifications to the warranties

5. Form of Transfer Documents: Forms of share transfer documentation required under German law

6. Corporate Documents: Copies of relevant corporate authorizations and documents

7. Purchase Price Calculation: Detailed methodology for calculating the purchase price

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