The Business Purchase And Sale Agreement is a crucial document used when transferring ownership of a business in Austria, whether through an asset or share sale. This agreement is essential for transactions ranging from small business transfers to complex corporate acquisitions, requiring compliance with Austrian legal framework including the UGB (Commercial Code), ABGB (Civil Code), and relevant corporate, employment, and tax laws. The document serves as the cornerstone of the transaction, detailing all aspects from purchase price and payment terms to warranties and post-completion obligations. It requires careful consideration of Austrian-specific legal requirements, including mandatory employee transfer provisions, data protection regulations, and potential merger control requirements. The agreement typically includes comprehensive schedules and exhibits detailing the business assets, contracts, employees, and other crucial elements being transferred.
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Key Requirements PROMPT example:
Business Purchase And Sale Agreement
"I need a Business Purchase And Sale Agreement for the sale of my small retail business in Vienna to a local buyer, with completion planned for March 2025 and including standard warranties and representations."
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1. Parties: Identification of the seller and purchaser with full legal names, registration numbers, and addresses
2. Background: Context of the transaction, brief description of the business, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including the subject of sale (assets/shares) and basic deal structure
5. Purchase Price: Purchase price, payment terms, adjustments, and payment mechanics
6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction
7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including business conduct requirements
8. Completion: Completion mechanics, timing, and deliverables
9. Seller's Warranties: Comprehensive warranties regarding the business, assets, and liabilities
10. Purchaser's Warranties: Basic warranties from the purchaser regarding capacity and authority
11. Liability and Indemnification: Scope of liability, limitations, and indemnification provisions
12. Confidentiality: Obligations regarding confidential information and announcements
13. Data Protection: GDPR compliance and data transfer provisions
14. Post-Completion Obligations: Ongoing obligations after completion, including transition arrangements
15. Governing Law and Jurisdiction: Austrian law as governing law and jurisdiction provisions
16. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Real Estate: Required when the business includes significant real estate assets, addressing property transfer requirements
2. Intellectual Property: Detailed provisions for IP transfer when the business has significant IP assets
3. Employee Matters: Specific provisions regarding employee transfers under AVRAG when employees are being transferred
4. Environmental Matters: Required when the business has significant environmental risks or compliance obligations
5. Competition Compliance: Required when the transaction requires merger control approval
6. Bank Financing: Required when the purchase is subject to bank financing arrangements
7. Tax Matters: Detailed tax provisions when complex tax structures or significant tax risks exist
8. Non-Compete Provisions: Restrictions on seller's future competitive activities, if agreed
9. Earn-out Provisions: Required when part of the purchase price is contingent on future performance
10. Transition Services: Required when the seller will provide post-completion services to the business
1. Business Description: Detailed description of the business being sold, including all assets and operations
2. Properties: List and details of all real estate owned or leased by the business
3. Asset Register: Comprehensive list of all tangible assets included in the sale
4. Intellectual Property Register: List of all IP rights owned or licensed by the business
5. Employee List: Details of all employees, including key terms of employment
6. Material Contracts: List and copies of all material contracts affecting the business
7. Completion Deliverables: List of all documents and items to be delivered at completion
8. Warranties: Detailed warranties given by the seller
9. Disclosed Documents: List of documents disclosed against the warranties
10. Financial Statements: Recent financial statements and management accounts
11. Purchase Price Adjustment Mechanism: Detailed calculations and procedures for price adjustments
12. Encumbrances: List of all encumbrances affecting the business or assets
Authors
Relevant legal definitions
Accounts
Accounts Date
Affiliate
Agreement
Assets
Austrian Competition Law
Bank Financing
Business
Business Day
Business Information
Business Records
Claim
Completion
Completion Date
Completion Payment
Confidential Information
Consideration
Control
Data Protection Laws
Disclosed
Disclosure Letter
Effective Date
Employees
Encumbrance
Environmental Laws
Environmental Permits
Financial Statements
Fundamental Warranties
Governmental Authority
Group
Intellectual Property Rights
Key Employees
Lease Agreements
Leased Properties
Liabilities
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Net Working Capital
Notary
Owned Properties
Parties
Permits
Permitted Encumbrances
Properties
Purchase Price
Purchase Price Adjustment
Purchaser
Purchaser's Group
Purchaser's Lawyers
Purchaser's Warranties
Related Persons
Relevant Authority
Sale Shares
Seller
Seller's Group
Seller's Knowledge
Seller's Lawyers
Seller's Warranties
Signing Date
Subsidiary
Tax
Tax Authority
Tax Claim
Tax Warranties
Transaction
Transaction Documents
Transfer Regulations
Transitional Services Agreement
VAT
Warranties
Working Capital
Accounts Date
Affiliate
Agreement
Assets
Austrian Competition Law
Bank Financing
Business
Business Day
Business Information
Business Records
Claim
Completion
Completion Date
Completion Payment
Confidential Information
Consideration
Control
Data Protection Laws
Disclosed
Disclosure Letter
Effective Date
Employees
Encumbrance
Environmental Laws
Environmental Permits
Financial Statements
Fundamental Warranties
Governmental Authority
Group
Intellectual Property Rights
Key Employees
Lease Agreements
Leased Properties
Liabilities
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Net Working Capital
Notary
Owned Properties
Parties
Permits
Permitted Encumbrances
Properties
Purchase Price
Purchase Price Adjustment
Purchaser
Purchaser's Group
Purchaser's Lawyers
Purchaser's Warranties
Related Persons
Relevant Authority
Sale Shares
Seller
Seller's Group
Seller's Knowledge
Seller's Lawyers
Seller's Warranties
Signing Date
Subsidiary
Tax
Tax Authority
Tax Claim
Tax Warranties
Transaction
Transaction Documents
Transfer Regulations
Transitional Services Agreement
VAT
Warranties
Working Capital
Clauses
Interpretation
Definitions
Sale and Purchase
Purchase Price
Purchase Price Adjustment
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Seller's Warranties
Purchaser's Warranties
Liability Limitations
Indemnification
Tax Matters
Employee Matters
Property Matters
Intellectual Property
Data Protection
Confidentiality
Non-Competition
Non-Solicitation
Assignment
Force Majeure
Transition Services
Environmental Matters
Regulatory Compliance
Bank Financing
Security Interests
Business Contracts
Asset Transfer
Share Transfer
Corporate Authority
Representations
Restrictive Covenants
Information Rights
Books and Records
Further Assurance
Costs and Expenses
Notices
Announcements
Entire Agreement
Amendments
Severability
Third Party Rights
Waiver
Governing Law
Dispute Resolution
Language
Counterparts
Definitions
Sale and Purchase
Purchase Price
Purchase Price Adjustment
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Seller's Warranties
Purchaser's Warranties
Liability Limitations
Indemnification
Tax Matters
Employee Matters
Property Matters
Intellectual Property
Data Protection
Confidentiality
Non-Competition
Non-Solicitation
Assignment
Force Majeure
Transition Services
Environmental Matters
Regulatory Compliance
Bank Financing
Security Interests
Business Contracts
Asset Transfer
Share Transfer
Corporate Authority
Representations
Restrictive Covenants
Information Rights
Books and Records
Further Assurance
Costs and Expenses
Notices
Announcements
Entire Agreement
Amendments
Severability
Third Party Rights
Waiver
Governing Law
Dispute Resolution
Language
Counterparts
Relevant Industries
Manufacturing
Retail
Technology
Professional Services
Healthcare
Hospitality
Real Estate
Construction
Automotive
Energy
Agricultural
Transportation and Logistics
Financial Services
Media and Entertainment
Education
Telecommunications
Food and Beverage
Industrial Services
Consumer Goods
Wholesale Distribution
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Human Resources
Operations
Compliance
Risk Management
Strategy
Business Development
Commercial
Executive Leadership
Corporate Secretariat
Treasury
Integration
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Managing Director
Business Owner
Corporate Lawyer
Legal Counsel
Finance Director
Business Development Manager
Mergers & Acquisitions Director
Due Diligence Manager
Integration Manager
Risk Manager
Compliance Officer
Tax Director
Human Resources Director
Operations Director
Company Secretary
Commercial Director
Strategy Director
Investment Manager
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