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Agreement For Sale Of Business
"I need an Agreement for Sale of Business under Austrian law for the purchase of a medium-sized manufacturing company with 50 employees in Vienna, with completion planned for March 2025 and including specific provisions for machinery and equipment transfer."
1. Parties: Identification of the seller and purchaser, including full legal names, registration numbers, and registered addresses
2. Background: Context of the transaction, brief description of the business, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including what is being sold and purchased, and the basic agreement to sell
5. Purchase Price: Purchase price, payment terms, adjustments, and any earn-out provisions
6. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals
7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including business conduct requirements
8. Completion: Mechanics of completion, including timing, location, and actions required
9. Assets and Liabilities: Detailed description of assets being transferred and treatment of liabilities
10. Employee Matters: Treatment of employees, transfer provisions under AVRAG, and related obligations
11. Warranties: Seller's warranties about the business, assets, liabilities, and other material matters
12. Tax Matters: Tax provisions, allocations, and indemnities
13. Confidentiality: Confidentiality obligations regarding the transaction and business information
14. Non-Competition: Non-compete and non-solicitation provisions
15. Governing Law and Jurisdiction: Austrian law as governing law and jurisdiction for disputes
1. Intellectual Property: Specific provisions for IP transfer and protection, used when the business has significant IP assets
2. Property Matters: Detailed provisions regarding real estate, used when business premises are included in the sale
3. Environmental Matters: Environmental warranties and indemnities, used for businesses with environmental risks
4. Data Protection: Specific GDPR compliance provisions, used when significant personal data is involved
5. Pension Schemes: Provisions regarding employee pension arrangements, used when pension schemes are involved
6. Bank Guarantees: Provisions regarding any bank guarantees or security arrangements, used for deferred payments
7. Transitional Services: Arrangements for post-completion services by seller, used when business continuity requires seller's assistance
8. Break Fee: Break fee provisions, used in high-value transactions or where significant due diligence costs are involved
1. Assets Schedule: Detailed list of all assets included in the sale
2. Excluded Assets Schedule: List of assets specifically excluded from the sale
3. Employee Schedule: List of transferring employees and their key employment terms
4. Contract Schedule: List of contracts being transferred
5. Properties Schedule: Details of any real estate included in the sale
6. Intellectual Property Schedule: List of IP rights being transferred
7. Completion Obligations Schedule: Detailed list of completion deliverables and actions
8. Warranties Schedule: Detailed warranties given by the seller
9. Tax Deed: Detailed tax indemnity provisions
10. Disclosure Letter: Seller's disclosures against the warranties
Authors
Accounting Standards
Agreed Form
Assets
Austrian GAAP
Bank Account
Business
Business Day
Business Information
Business Intellectual Property
Business Records
Claim
Completion
Completion Date
Completion Payment
Conditions Precedent
Confidential Information
Consideration
Contracts
Data Protection Laws
Disclosed
Disclosure Letter
Employees
Encumbrance
Environmental Laws
Environmental Permits
Excluded Assets
Excluded Liabilities
Financial Year
Financing
GDPR
Governmental Authority
Group
Guarantor
Intellectual Property Rights
Interim Period
Key Employees
Leased Properties
Liabilities
Licenses
Loss
Management Accounts
Material Adverse Change
Material Contracts
Notice
Owned Properties
Parties
Permits
Properties
Purchase Price
Purchaser
Purchaser Group
Relevant Authority
Schedules
Security Interest
Seller
Seller Group
Seller's Warranties
Signing Date
Subsidiaries
Tax
Tax Authority
Tax Deed
Tax Returns
Territory
Third Party
Transaction
Transaction Documents
Transfer Regulations
Transferred Employees
VAT
Warranties
Working Capital
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Adjustments
Asset Transfer
Employee Transfer
Liability Assumption
Business Contracts
Intellectual Property
Property Rights
Warranties
Seller Warranties
Buyer Warranties
Tax Covenants
Tax Indemnities
Environmental Matters
Data Protection
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Notices
Force Majeure
Costs
Announcements
Severability
Entire Agreement
Amendments
Third Party Rights
Governing Law
Dispute Resolution
Jurisdiction
Manufacturing
Retail
Technology
Professional Services
Financial Services
Healthcare
Real Estate
Construction
Hospitality
Energy
Transportation
Agriculture
Media and Entertainment
Telecommunications
Industrial Services
Legal
Finance
Mergers & Acquisitions
Corporate Development
Human Resources
Tax
Compliance
Operations
Risk Management
Business Development
Strategy
Integration
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Head of Mergers & Acquisitions
Business Development Director
Finance Director
Commercial Director
Operations Director
Human Resources Director
Tax Director
Risk Manager
Compliance Officer
Integration Manager
Due Diligence Manager
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