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1. Parties: Detailed identification of the seller and purchaser, including full legal names, registration details for companies, and addresses
2. Background (Recitals): Context of the transaction, including brief property description and transaction purpose
3. Definitions: Definitions of key terms used throughout the agreement
4. Property Description: Detailed legal description of the property, including land registry details (Grundbuch information), exact measurements, and boundaries
5. Purchase Price: Specification of purchase price, payment terms, escrow arrangements, and any VAT implications
6. Due Diligence Findings: Confirmation of property inspection and due diligence results
7. Transfer of Ownership: Mechanics and timing of property transfer (Auflassung), including notarization requirements
8. Representations and Warranties: Seller's warranties regarding property title, condition, and disclosed information
9. Encumbrances: Statement on existing encumbrances and their handling post-completion
10. Costs and Taxes: Allocation of transaction costs, including real estate transfer tax, notary fees, and registration costs
11. Handover: Property handover procedures, including utilities, keys, and documentation
12. Notices: Communication procedures between parties
13. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction
14. Execution: Execution requirements and notarization provisions
1. Existing Tenancies: Details of existing lease agreements and their treatment post-completion - include when property has current tenants
2. Environmental Provisions: Specific provisions regarding environmental conditions or contamination - include when property has potential environmental issues
3. Development Rights: Provisions regarding unused development potential or pending applications - include when relevant to property value
4. Property Management: Interim management arrangements between exchange and completion - include for complex commercial properties
5. Service Contracts: Treatment of existing service contracts - include when property has ongoing service arrangements
6. Intellectual Property: Transfer of associated intellectual property rights - include when property includes trading names or brands
7. Employee Matters: Provisions regarding existing employees - include when property sale includes transfer of employees
8. Post-Completion Obligations: Specific obligations after completion - include when parties agree to post-completion arrangements
1. Property Plans: Official cadastral plans and property drawings
2. Land Register Excerpts: Current Grundbuch excerpts showing ownership and encumbrances
3. Inventory List: List of included fixtures, fittings, and equipment
4. Existing Leases: Copies of all current lease agreements
5. Building Permits: Copies of relevant building permits and certificates
6. Energy Certificate: Current energy performance certificate
7. Technical Due Diligence: Technical survey reports and assessments
8. Environmental Reports: Environmental surveys and contamination reports
9. Service Contracts: List and copies of ongoing service contracts
10. Property Photos: Current photographs of the property
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