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Business Purchase Contract
"I need a Business Purchase Contract under Austrian law for acquiring a manufacturing business with 50 employees in Vienna, including machinery and equipment transfer, with completion planned for March 2025; the contract must particularly address AVRAG compliance for employee transfers and environmental compliance for the manufacturing facility."
1. Parties: Identification of the seller and purchaser with full legal details as per Austrian Commercial Register
2. Background: Context of the transaction and brief description of the business being sold
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including what is being sold and purchased
5. Purchase Price: Detailed price structure, payment terms, and any adjustments
6. Completion: Timing and mechanics of the transaction completion
7. Seller's Warranties: Standard warranties regarding business ownership, operations, and disclosed information
8. Purchaser's Warranties: Basic warranties regarding capacity to purchase and financial ability
9. Pre-Completion Obligations: Seller's obligations regarding business operation before completion
10. Employee Matters: Treatment of employees and AVRAG compliance requirements
11. Tax Matters: Tax implications and allocations between parties
12. Confidentiality: Confidentiality obligations regarding the transaction and business information
13. Notices: Process for formal communications between parties
14. Governing Law and Jurisdiction: Confirmation of Austrian law application and jurisdiction
15. Execution: Signature blocks and execution requirements
1. Earn-out Provisions: Used when part of purchase price is contingent on future performance
2. Intellectual Property: Detailed IP provisions when business has significant IP assets
3. Real Estate: Specific provisions for transfer of property if real estate is included
4. Environmental Matters: Required for businesses with environmental risks or obligations
5. Competition Restrictions: Non-compete and non-solicitation provisions if required
6. Transition Services: Used when seller will provide post-completion support
7. Data Protection: Detailed GDPR compliance sections for data-heavy businesses
8. Third Party Consents: When key contracts or licenses require consent for transfer
9. Escrow Arrangements: When part of purchase price is held in escrow
10. Break Fee: Provisions for termination fees in larger transactions
1. Business Assets: Detailed inventory of all assets included in sale
2. Excluded Assets: List of assets explicitly excluded from sale
3. Employee List: Complete employee details and employment terms
4. Material Contracts: List and copies of key business contracts
5. Intellectual Property: Detailed list of IP rights and registrations
6. Properties: Details of owned and leased properties
7. Warranties: Detailed seller's warranties
8. Completion Obligations: Detailed list of completion deliverables
9. Purchase Price Adjustments: Detailed calculation methods for price adjustments
10. Permitted Encumbrances: List of permitted liens and encumbrances
Authors
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Adjustments
Warranties
Limitations on Liability
Tax Covenants
Employee Matters
Pensions
Property
Intellectual Property
Data Protection
Confidentiality
Non-Competition
Non-Solicitation
Insurance
Environmental Matters
Regulatory Compliance
Asset Transfer
Liability Assignment
Contract Assignment
Due Diligence
Representations
Indemnification
Force Majeure
Business Continuity
Transition Services
Third Party Rights
Notice Requirements
Dispute Resolution
Governing Law
Jurisdiction
Entire Agreement
Severability
Amendments
Assignment
Costs
Announcements
Further Assurance
Waiver
Counterparts
Retail
Manufacturing
Professional Services
Technology
Hospitality
Real Estate
Construction
Healthcare
Automotive
Energy
Agriculture
Transportation
Media and Entertainment
Financial Services
Industrial Services
Legal
Finance
Corporate Development
Mergers & Acquisitions
Risk & Compliance
Executive Leadership
Business Development
Commercial
Corporate Secretariat
Treasury
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Development Director
Mergers & Acquisitions Manager
Business Development Manager
Finance Director
Commercial Director
Risk Manager
Compliance Officer
Corporate Secretary
Investment Director
Transaction Manager
Due Diligence Manager
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