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Asset Sale Agreement
"I need an Asset Sale Agreement under Austrian law for the sale of manufacturing equipment and associated IP rights from an Austrian GmbH to a German GmbH, with completion scheduled for March 2025 and including provisions for employee training and transitional services."
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
Authors
Assets
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosed
Encumbrance
Excluded Assets
Governmental Authority
Intellectual Property Rights
Law
Liabilities
Losses
Material Adverse Change
Notary
Party/Parties
Permits
Purchase Price
Purchaser
Related Persons
Seller
Signing Date
Tax/Taxes
Third Party
Third Party Consent
Transfer Documents
VAT
Warranties
Working Capital
Austrian GAAP
ABGB
UGB
Consideration Adjustment
Due Diligence
Effective Date
Force Majeure
Handover Protocol
Material Contracts
Permitted Encumbrances
Records
Regulatory Approvals
Title Documents
Transaction
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Assets
Excluded Assets
Transfer of Title
Warranties
Representations
Tax
VAT
Indemnification
Liability
Employee Matters
Intellectual Property
Real Estate
Encumbrances
Third Party Consents
Confidentiality
Data Protection
Force Majeure
Environmental Matters
Regulatory Compliance
Insurance
Assignment
Notices
Amendment
Severability
Entire Agreement
Governing Law
Jurisdiction
Dispute Resolution
Further Assurance
Costs
Announcements
Non-Competition
Transitional Services
Records and Information
Post-Completion Obligations
Manufacturing
Real Estate
Retail
Technology
Energy
Agriculture
Healthcare
Transportation
Construction
Hospitality
Mining
Professional Services
Telecommunications
Automotive
Financial Services
Legal
Finance
Mergers & Acquisitions
Corporate Development
Tax
Operations
Risk & Compliance
Treasury
Business Development
Property Management
Asset Management
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Commercial Director
Head of Mergers & Acquisitions
Asset Manager
Business Development Manager
Finance Manager
Corporate Lawyer
Tax Director
Property Manager
Operations Director
Risk Manager
Compliance Officer
Treasury Manager
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