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Business Sales Agreement

Business Sales Agreement Template for Austria

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Key Requirements PROMPT example:

Business Sales Agreement

"I need a Business Sales Agreement under Austrian law for the sale of my manufacturing business, including transfer of 50 employees and machinery assets, with completion planned for March 2025 and including specific provisions for environmental compliance and employee transition."

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Document background
The Business Sales Agreement is a crucial document used in Austrian commercial transactions for the transfer of business ownership or substantial business assets. It serves as the primary contract governing the terms and conditions of the sale, including detailed provisions for purchase price, asset transfer, warranties, and both pre- and post-completion obligations. This document is essential when conducting business acquisitions in Austria and must comply with Austrian legal requirements, including the ABGB (Civil Code), UGB (Commercial Code), and relevant EU regulations. The agreement is typically used in scenarios ranging from complete business transfers to partial asset sales, and can be adapted to various industry contexts while maintaining compliance with Austrian commercial law. It provides comprehensive protection for both parties and establishes clear frameworks for dispute resolution under Austrian jurisdiction.
Suggested Sections

1. Parties: Identification and details of the seller and buyer, including registration numbers and authorized representatives

2. Background: Context of the sale, brief description of the business, and purpose of the agreement

3. Definitions: Defined terms used throughout the agreement, ensuring consistent interpretation

4. Sale and Purchase: Core transaction terms, including what is being sold and the basic agreement to sell and buy

5. Purchase Price: Details of the purchase price, payment terms, and payment mechanisms

6. Completion: Timing and mechanics of the completion process, including conditions precedent

7. Seller's Warranties: Representations and warranties regarding the business, assets, and liabilities

8. Buyer's Warranties: Basic representations and warranties from the buyer, including capacity to purchase

9. Pre-Completion Obligations: Obligations of both parties between signing and completion

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

11. Liability and Indemnification: Scope of liability and indemnification obligations of both parties

12. Confidentiality: Obligations regarding confidential information and announcement restrictions

13. Governing Law and Jurisdiction: Confirmation of Austrian law application and jurisdiction for disputes

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Employee Matters: Required when the sale includes transfer of employees, addressing TUPE-equivalent provisions under Austrian law

2. Intellectual Property: Needed when significant IP assets are involved in the sale

3. Real Estate: Required when the business sale includes property transfers or lease assignments

4. Data Protection: Necessary when personal data processing is a significant aspect of the business

5. Competition Restrictions: Include when non-compete and non-solicitation provisions are required

6. Earn-out Provisions: Include when part of the purchase price is contingent on future performance

7. Environmental Matters: Required for businesses with significant environmental impacts or risks

8. Tax Covenants: Detailed tax provisions when complex tax implications are involved

Suggested Schedules

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 included in the sale

5. Employee Schedule: List of employees and their key employment terms

6. Material Contracts Schedule: List of important contracts being transferred

7. Completion Obligations Schedule: Detailed list of actions required at completion

8. Warranties Schedule: Detailed warranties given by the seller

9. Disclosed Matters Schedule: Disclosures against the warranties

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 | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Assets
Business
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosed
Disclosure Letter
Effective Date
Employees
Encumbrance
Enterprise Value
Excluded Assets
Financial Statements
Firmenbuch
Geschäftsjahr
Goodwill
Group
Intellectual Property Rights
Liabilities
License
Long Stop Date
Material Adverse Change
Material Contracts
Net Working Capital
Notarial Deed
Parties
Permits
Properties
Purchase Price
Related Parties
Relevant Authority
Representatives
Seller's Group
Seller's Knowledge
Signing Date
Subsidiaries
Tax
Third Party
Transaction
Transaction Documents
Transfer
Warranties
Working Capital Adjustment
Clauses
Interpretation
Sale and Purchase
Purchase Price
Payment Terms
Completion
Conditions Precedent
Pre-Completion Obligations
Post-Completion Obligations
Assets Transfer
Liabilities Assumption
Employee Matters
Intellectual Property
Property Rights
Seller Warranties
Buyer Warranties
Indemnification
Tax Matters
Environmental Compliance
Regulatory Compliance
Data Protection
Confidentiality
Non-Competition
Non-Solicitation
Force Majeure
Assignment
Further Assurance
Notices
Costs and Expenses
Entire Agreement
Amendments
Severability
Third Party Rights
Governing Law
Dispute Resolution
Termination
Relevant Industries

Manufacturing

Retail

Technology

Professional Services

Healthcare

Real Estate

Hospitality

Construction

Transportation

Energy

Financial Services

Media and Entertainment

Telecommunications

Agriculture

Industrial Services

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Risk and Compliance

Operations

Strategy

Business Development

Due Diligence

Relevant Roles

Chief Executive Officer

Managing Director

Chief Financial Officer

General Counsel

Legal Director

Corporate Lawyer

Business Development Director

Mergers & Acquisitions Manager

Commercial Director

Finance Director

Company Secretary

Risk Manager

Compliance Officer

Operations Director

Strategy Director

Industries
Austrian Civil Code (ABGB - Allgemeines bürgerliches Gesetzbuch): The fundamental source of Austrian private law that governs contract formation, validity, and general contractual obligations
Austrian Commercial Code (UGB - Unternehmensgesetzbuch): Regulates commercial transactions and business relationships between merchants, including specific provisions for business sales
Austrian Consumer Protection Act (KSchG - Konsumentenschutzgesetz): While primarily focused on consumer protection, certain provisions may apply to business transactions, especially regarding unfair contract terms
Austrian General Law of Contracts (Vertragsrecht): Specific provisions governing contract formation, performance, and remedies in commercial contexts
Austrian Product Liability Act (PHG - Produkthaftungsgesetz): Regulates liability for defective products in commercial transactions
EU General Data Protection Regulation (GDPR): Relevant for any business sale agreement that involves the transfer or processing of personal data
Austrian Value Added Tax Act (UStG - Umsatzsteuergesetz): Governs VAT obligations in business transactions and sales
Austrian Competition Law (KartG - Kartellgesetz): Ensures the agreement complies with competition regulations and anti-trust provisions
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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