Agreement For Sale Of Business Template for Austria

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Key Requirements PROMPT example:

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."

Document background
The Agreement for Sale of Business is a crucial document used in Austrian business transactions when one party intends to sell and another party intends to purchase an entire business operation or a substantial part thereof. This agreement is essential for documenting the terms and conditions of the business transfer, ensuring compliance with Austrian legal requirements, and protecting the interests of all parties involved. It is commonly used in various scenarios including business expansions, consolidations, succession planning, and strategic exits. The document must comply with Austrian corporate law, employment law (particularly AVRAG for employee transfers), competition law, and tax regulations. It includes detailed provisions about the purchase price, payment terms, warranties, indemnities, and specific Austrian legal requirements such as merger control thresholds and commercial register notifications. The agreement typically contains comprehensive schedules detailing assets, contracts, employees, and other critical business elements being transferred.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Retail

Technology

Professional Services

Financial Services

Healthcare

Real Estate

Construction

Hospitality

Energy

Transportation

Agriculture

Media and Entertainment

Telecommunications

Industrial Services

Relevant Teams

Legal

Finance

Mergers & Acquisitions

Corporate Development

Human Resources

Tax

Compliance

Operations

Risk Management

Business Development

Strategy

Integration

Relevant Roles

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

Industries
Austrian Civil Code (ABGB - Allgemeines Bürgerliches Gesetzbuch): The fundamental private law code that governs contractual relationships, property rights, and general principles of civil law applicable to business transactions
Austrian Commercial Code (UGB - Unternehmensgesetzbuch): Regulates commercial transactions and business relationships, including provisions specific to the sale and transfer of business enterprises
Employment Contract Law Adaptation Act (AVRAG - Arbeitsvertragsrechts-Anpassungsgesetz): Governs the transfer of employees in business transfers, ensuring protection of employment relationships and conditions
Austrian Merger Control Regulations (Part of the Kartellgesetz): Determines whether the business sale requires merger control approval based on turnover thresholds and market impact
Austrian Corporate Income Tax Act (KStG - Körperschaftsteuergesetz): Regulates tax implications of business transfers and corporate restructuring
Value Added Tax Act (UStG - Umsatzsteuergesetz): Governs VAT implications in business sales and asset transfers
Data Protection Act (DSG - Datenschutzgesetz): Regulates the transfer of personal data and customer databases in business sales, implementing GDPR requirements
Austrian Competition Act (Kartellgesetz): Ensures the business sale doesn't create anti-competitive market conditions
Commercial Register Act (FBG - Firmenbuchgesetz): Governs registration requirements and procedures for business transfers in the commercial register
Austrian Stamp Duty Act (GebG - Gebührengesetz): Determines applicable stamp duties and registration fees for business transfer documents
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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