The Asset Sale Agreement is a fundamental transaction document used in Austrian business practice when one party wishes to transfer ownership of specific assets to another party. It is commonly used in business restructuring, partial business sales, or when companies wish to dispose of non-core assets. The agreement must comply with Austrian legal requirements, including the ABGB (Austrian Civil Code) and UGB (Austrian Commercial Code), and may require additional formalities depending on the asset type (such as notarization for real estate). The document typically includes detailed asset descriptions, purchase price mechanisms, warranties, and specific transfer requirements. It's particularly important to address Austrian-specific legal requirements such as transfer formalities, tax implications, and regulatory approvals where applicable.
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1. Parties: Identification of seller and purchaser with full legal names and addresses
2. Background: Context of the transaction, including brief description of the assets and purpose of the sale
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including description of assets being sold and confirmation of transfer
5. Purchase Price: Specification of purchase price, payment terms, and any adjustments
6. Conditions Precedent: Any conditions that must be satisfied before completion can occur
7. Completion: Details of when, where and how completion will take place, including completion deliverables
8. Seller's Warranties: Warranties given by the seller regarding the assets and their ownership
9. Purchaser's Warranties: Basic warranties from the purchaser, including capacity to enter into the agreement
10. Tax Matters: Treatment of tax liabilities and obligations relating to the transfer
11. Confidentiality: Obligations regarding confidential information and announcements
12. Notices: Process and requirements for formal notices under the agreement
13. Governing Law and Jurisdiction: Confirmation of Austrian law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. Intellectual Property Rights: Required when the assets include IP rights, detailing their transfer and any licenses
2. Employee Matters: Needed if the asset sale involves transfer of employees or related obligations
3. Real Estate Provisions: Required when real property is included in the assets being transferred
4. Environmental Matters: Important when assets include land or operations with environmental implications
5. Data Protection: Required when personal data or customer databases are part of the transferred assets
6. Third Party Consents: Needed when asset transfer requires specific third party approvals
7. Post-Completion Covenants: Used when ongoing obligations exist after completion
8. Non-Competition: Optional restrictions on seller's future business activities
9. Transitional Services: Required when seller needs to provide temporary support post-completion
1. Schedule 1 - Asset List: Detailed inventory and description of all assets being transferred
2. Schedule 2 - Excluded Assets: List of specific assets excluded from the sale
3. Schedule 3 - Purchase Price Calculation: Detailed breakdown of purchase price components and adjustments
4. Schedule 4 - Seller's Warranties: Full set of warranties given by the seller
5. Schedule 5 - Completion Deliverables: List of all documents and items to be delivered at completion
6. Schedule 6 - Form of Transfer Documents: Templates of specific transfer documents required
7. Schedule 7 - Intellectual Property: Detailed list of IP rights being transferred (if applicable)
8. Schedule 8 - Real Estate Details: Property descriptions and related information (if applicable)
9. Schedule 9 - Contracts: List of contracts being transferred or requiring assignment
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