Business Purchase Agreement Template for Austria

A Business Purchase Agreement under Austrian law is a comprehensive legal document that governs the sale and purchase of a business enterprise or its assets. This agreement is structured in accordance with Austrian civil and commercial law requirements, particularly the ABGB (Austrian Civil Code) and UGB (Austrian Commercial Code). It details all aspects of the transaction including the purchase price, assets or shares being transferred, warranties, employee transitions under AVRAG, and post-completion obligations. The document includes specific provisions required under Austrian law regarding transfer of ownership, tax implications, and regulatory compliance requirements.

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What is a Business Purchase Agreement?

The Business Purchase Agreement is a crucial document used in Austrian business acquisitions when one entity wishes to purchase another entity's business operations or assets. This comprehensive agreement, governed by Austrian law, particularly the ABGB and UGB, sets out the complete transaction framework including price, payment terms, warranties, and both pre- and post-completion obligations. It's essential for ensuring compliance with Austrian regulatory requirements, including employee transfer regulations under AVRAG, competition law considerations under KartG, and tax implications under various tax acts. The document is typically prepared following detailed due diligence and often involves complex negotiations between parties. It serves as the primary transaction document and should be tailored to address specific aspects of the business being transferred, including any special regulatory requirements for the particular industry sector.

What sections should be included in a Business Purchase Agreement?

1. Parties: Identification of the seller(s) and buyer(s) with full legal details

2. Background: Context of the transaction and brief description of the business being sold

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation

4. Sale and Purchase: Core transaction terms including what is being sold and purchased

5. Purchase Price: Amount, payment terms, adjustments, and payment mechanics

6. Conditions Precedent: Conditions that must be met before completion of the sale

7. Pre-Completion Obligations: Parties' obligations between signing and completion

8. Completion: Process and requirements for closing the transaction

9. Warranties: Seller's representations about the business, assets, and liabilities

10. Limitations on Liability: Restrictions on warranty claims and general liability caps

11. Post-Completion Obligations: Ongoing obligations after completion including transition arrangements

12. Confidentiality: Protection of sensitive information related to the transaction and business

13. Employees: Treatment of employees and related obligations under AVRAG

14. Tax Matters: Tax-related provisions and allocations of tax liabilities

15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.

What sections are optional to include in a Business Purchase Agreement?

1. Real Estate: Required if the business includes property assets, addressing transfer requirements and GrEStG implications

2. Intellectual Property: Required if significant IP assets are involved in the transfer

3. Environmental Matters: Required if the business has potential environmental liabilities or compliance requirements

4. Competition Compliance: Required if the transaction meets Austrian merger control thresholds

5. Pensions: Required if the business has pension schemes or obligations

6. Bank Guarantees: Required if payment terms include bank guarantees or similar security

7. Earn-out Provisions: Required if part of the purchase price is contingent on future performance

8. Non-Compete Provisions: Required if seller restrictions are needed post-completion

What schedules should be included in a Business Purchase Agreement?

1. Business Assets Schedule: Detailed list of all assets included in the sale

2. Excluded Assets Schedule: List of assets specifically excluded from the sale

3. Properties Schedule: Details of any real estate included in the sale

4. Intellectual Property Schedule: List of all IP rights being transferred

5. Employee Information Schedule: Details of all employees and their terms of employment

6. Material Contracts Schedule: List and details of key business contracts

7. Warranties Schedule: Detailed warranties given by the seller

8. Tax Indemnity Schedule: Specific tax-related indemnities and provisions

9. Completion Requirements Schedule: Detailed list of completion deliverables and actions

10. Data Room Index: List of all due diligence documents provided

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

Jurisdiction

Austria

Publisher

Genie AI

Document Type

Purchase Agreement

Cost

Free to use

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