Stock Purchase And Sale Agreement Template for Germany

1. Purchase Price Adjustment: Mechanisms for adjusting the purchase price based on closing accounts or other metrics - used when the final price depends on company performance or accounts

2. Tax Matters: Specific provisions regarding tax liabilities and indemnities - important for complex transactions or when significant tax implications exist

3. Employee Matters: Provisions regarding treatment of employees and employee benefits - relevant when employment agreements are significantly impacted

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

5. Transitional Services: Arrangements for post-closing services provided by seller - needed when the target company relies on seller's infrastructure

6. Break-up Fee: Compensation if transaction fails under specific circumstances - useful in high-value or complex transactions

7. Earn-out Provisions: Additional future payments based on company performance - used when parties cannot agree on current valuation

1. Share Details: Detailed description of shares being sold, including share certificates numbers and shareholder information

2. Disclosure Schedule: Exceptions and qualifications to representations and warranties

3. Company Information: Detailed information about the target company, including corporate documents and structure

4. Financial Statements: Recent financial statements of the target company

5. Material Contracts: List and copies of important contracts of the target company

6. Intellectual Property: List of IP rights owned or used by the target company

7. Real Estate: Details of owned or leased real estate

8. Employee Information: List of employees and their key employment terms

9. Closing Checklist: List of documents and actions required for closing

10. Form of Closing Documents: Templates of various certificates and documents required at closing