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The Share Sale Agreement is a crucial document used in corporate transactions under German law when transferring ownership of company shares from one party to another. It serves as the primary transaction document in share acquisitions, whether for partial or complete ownership transfers. The agreement must comply with German corporate law requirements, particularly the German Civil Code (BGB) and, depending on the company type, the Limited Liability Companies Act (GmbHG) or Stock Corporation Act (AktG). For GmbH shares, the agreement requires notarization, while different formalities apply for AG shares. The document typically includes comprehensive details about the transaction structure, warranties, indemnities, conditions precedent, and closing mechanics, tailored to meet both parties' commercial objectives while ensuring compliance with German legal requirements.

1. Parties: Identification of the seller(s) and buyer(s) with full legal names and addresses

2. Background: Context of the transaction, including description of the target company and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and interpretation rules

4. Sale and Purchase: Description of shares being sold, including class, number, and percentage of total share capital

5. Purchase Price: Specification of the purchase price, currency, and calculation methodology

6. Payment Terms: Payment structure, timing, and mechanics including bank account details

7. Conditions Precedent: Conditions that must be satisfied before closing can occur

8. Pre-Closing Obligations: Parties' obligations between signing and closing, including conduct of business requirements

9. Closing: Mechanics and requirements for completion of the transaction, including deliverables

10. Representations and Warranties: Seller's and buyer's representations regarding authority, share ownership, and company status

11. Liability and Indemnification: Scope of liability, limitations, and indemnification procedures

12. Confidentiality: Obligations regarding confidential information and publicity

13. Notices: Process and requirements for formal communications between parties

14. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes

15. Miscellaneous: Standard boilerplate provisions including severability, amendments, and entire agreement