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1. Parties: Identification and details of the seller/financier and buyer, including full legal names, registration numbers, and addresses

2. Background: Context of the transaction, including brief description of the business being sold and rationale for seller financing

3. Definitions: Definitions of key terms used throughout the agreement, including financial terms and business-specific terminology

4. Sale and Purchase: Core terms of the business sale, including what is being sold and the total purchase price

5. Financing Terms: Details of the seller financing arrangement, including principal amount, interest rate, payment schedule, and term

6. Security and Collateral: Description of assets or guarantees securing the financing portion

7. Conditions Precedent: Prerequisites that must be satisfied before completion of the sale and initiation of financing

8. Completion Mechanics: Process and requirements for closing the transaction

9. Seller's Warranties: Warranties regarding the business, assets, and seller's capacity to enter into the agreement

10. Buyer's Warranties: Warranties regarding buyer's capacity and ability to meet payment obligations

11. Default and Remedies: Consequences of payment default and other breaches, including enforcement rights

12. Covenants: Ongoing obligations of both parties during the financing period

13. Governing Law and Jurisdiction: Confirmation of German law governance and jurisdiction for disputes

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

15. Execution: Signature blocks and execution requirements

1. Schedule 1 - Business Assets: Detailed inventory of assets included in the sale

2. Schedule 2 - Payment Schedule: Detailed amortization schedule including principal and interest payments

3. Schedule 3 - Security Assets: Detailed description of collateral and security arrangements

4. Schedule 4 - Excluded Assets: List of assets explicitly excluded from the sale

5. Schedule 5 - Contracts: Key contracts being transferred as part of the business

6. Schedule 6 - Intellectual Property: Details of IP rights included in the sale

7. Appendix A - Form of Security Documentation: Templates for security agreements and filings

8. Appendix B - Required Consents: List of third-party consents required for completion

9. Appendix C - Completion Checklist: Detailed checklist of actions required for completion