As is the case in the above "Asset Purchase Agreement", a share purchase agreement is preceded by a detailed list of definitions. Such definition lists are also meaningful in an agreement for the purchase and sale of a company under German law insofar as the legal facts required for the purchase and sale of the company are defined.

The actual facts and circumstances are very often defined in the preamble in German practice. This can be equally done in the form of a preceding definition list, however.

A definition of legal terms is not necessary, however, if their meaning emanates from the individual legal regulations.

Reference is made to the comments on Article 1 of the Asset Purchase Agreement with regard to the definition of companies, terminologies, rulings and laws which are specific to the USA.

For further information please contact Dr Erich Michel, Wessing Berenberg-Gossler Zimmermann Lange, Freiherr-Vom-Stein-Strasse 24-26, Frankfurt am Maim 60323, Frankfurt, Germany- Tel: +496 997 1300, Fax: +496 997 130100.

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