An ownership transfer agreement is a contract used to transfer ownership of something sold by one person (the Seller) to the person buying the products (the Buyer). These agreements can be used to sell a goods, a business, a vehicle, or even land. Ownership transfer agreements also may also transfer responsibilities and liabilities associated with the goods being sold.
There are several important components of the ownership transfer agreement including the specific identification of the goods being sold, the date of the ownership transfer for tax payment purposes and any warranty protection for the buyer, and the payment terms of the sale.
Below is a list of common sections included in Ownership Transfer Agreements. These sections are linked to the below sample agreement for you to explore.
BUSINESS TRANSFER AGREEMENT
Waldhofer Str. 104, D-69127 Heidelberg, Germany
EQUITY Neunte Vermögensverwaltungs GmbH
(künftig: Discovery Partners International GmbH)
Kaiser-Joseph-Straße 284, D-79098 Freiburg, Germany
Hemmelrather Weg 201, 51377 Leverkusen, Germany
Discovery Partners International AG
Gewerbestrasse 16 CH-4123 Allschwil, Switzerland
THIS AGREEMENT is made the 22th day of April 2005 by and between
Biofrontera Discovery GmbH, having its registered office at Waldhofer Str. 104, D-69127 Heidelberg, registered with the commercial register of the local court of Heidelberg under docket number HRB 7510 (“Seller”) and Discovery Partners International GmbH, having its registered office at Freiburg, registered with the commercial register of the local court of Freiburg under docket number HRB 7508 (“Buyer”).
W I T N E S S E T H
WHEREAS, Seller conducts, inter alia , a business which consists of provision, isolation, identification, scale-up and derivatisation of natural compounds at its premises located in Heidelberg, Waldhofer Straße 104, Germany;
WHEREAS, Buyer is a company whose activity consists of drug discovery services, systems and products, including developing, manufacturing and wholesaling of natural compounds and natural compound derivates;
WHEREAS, Discovery Partners International, Inc., the ultimate parent of Buyer, and Biofrontera AG, the sole shareholder of Seller, entered into a Binding Term Sheet on February 18, 2005 regarding the sale of 100 % of the share capital of the Seller;
WHEREAS, Discovery Partners International, Inc., Seller and Biofrontera AG have agreed on March 21, 2005 to extend the Binding Term Sheet and to change the object of the purchase ( Kaufgegenstand ) from originally 100% of the shares of the Seller into substantially all of the assets of the Seller;
WHEREAS, Buyer wishes to purchase the Seller’s Business by acquisition of substantially all of the assets and liabilities of Seller, as described in more detail in this Agreement, pertaining to the Business (as defined below) from Seller, and Seller wishes to sell and transfer all such assets and liabilities to Buyer, upon the terms and subject to the conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements contained in this Agreement, Seller and Buyer agree as follows:
| 1. | DEFINITIONS |