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Company Sale Agreement
"I need a Company Sale Agreement governed by Austrian law for the sale of a medium-sized manufacturing business, with specific provisions for intellectual property rights and employee transfer protections, to be completed by March 2025."
1. Parties: Identification of the seller(s) and buyer(s), including full legal names, registration details, and addresses
2. Background: Context of the transaction, description of the target company, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets) and the basic agreement to sell and purchase
5. Purchase Price: Detailed provisions on consideration, including amount, adjustments, and payment terms
6. Completion Conditions: Conditions precedent to completion, including regulatory approvals and third-party consents
7. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
8. Completion: Mechanics of completion, including timing, location, and actions required
9. Warranties: Seller's warranties regarding the company, its business, and assets
10. Limitations on Liability: Limitations on warranty claims and other liability provisions
11. Tax Matters: Tax-related provisions, including tax warranties, indemnities, and allocations
12. Employee Matters: Provisions regarding employees, including transfer of employment contracts and related obligations
13. Confidentiality: Obligations regarding confidential information and announcements
14. Governing Law and Jurisdiction: Choice of Austrian law and jurisdiction provisions
15. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
2. Real Estate: Include when the company owns significant real estate assets requiring specific provisions
3. Intellectual Property: Include when IP assets are material to the transaction
4. Environmental Matters: Include when the company has significant environmental risks or obligations
5. Post-Completion Covenants: Include when specific post-completion obligations are required (e.g., non-compete)
6. Bank Financing: Include when the purchase is subject to bank financing arrangements
7. Works Council Provisions: Include when works council consultation is required under Austrian law
8. Competition Compliance: Include when transaction requires merger control clearance
1. Company Details: Detailed information about the target company including corporate documents
2. Properties: List and details of all real estate owned or leased by the company
3. Material Contracts: List and copies of material contracts
4. Intellectual Property: Schedule of IP rights owned or licensed by the company
5. Employee Information: List of employees and key employment terms
6. Pension Schemes: Details of pension arrangements and liabilities
7. Bank Accounts: Details of all bank accounts and financial facilities
8. Insurance Policies: List of insurance policies and claims history
9. Data Room Index: Index of documents disclosed in due diligence
10. Disclosed Matters: Specific disclosures against warranties
11. Completion Actions: List of actions to be taken at completion
12. Form of Transfer Documents: Templates for share transfer or other completion documents
Authors
Accounting Principles
Affiliate
Agreement
Austrian GAAP
Business
Business Day
Buyer
Claim
Completion
Completion Date
Completion Payment
Confidential Information
Consideration
Data Protection Laws
Data Room
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Environmental Laws
Environmental Permits
Expert
Financial Statements
Governmental Authority
Group
Intellectual Property Rights
Key Employees
Knowledge
Leased Properties
Liabilities
License
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Net Working Capital
Notice
Ordinary Course of Business
Owned Properties
Parties
Permits
Permitted Encumbrances
Properties
Purchase Price
Reference Date
Regulatory Approvals
Sale Shares
Seller
Seller's Warranties
Senior Management
Signing Date
Subsidiary
Target Company
Tax
Tax Authority
Tax Returns
Third Party
Transaction
Transaction Documents
Transfer
Warranties
Works Council
Asset Purchase
Purchase Price
Price Adjustment
Payment Terms
Conditions Precedent
Completion Mechanics
Pre-Completion Covenants
Seller Warranties
Business Warranties
Tax Warranties
Limitations on Liability
Tax Indemnities
Employee Matters
Works Council Consultation
Property Rights
Intellectual Property
Data Protection
Environmental Compliance
Regulatory Compliance
Competition Law
Confidentiality
Non-Compete
Non-Solicitation
Further Assurance
Assignment
Announcements
Notices
Force Majeure
Termination
Governing Law
Dispute Resolution
Entire Agreement
Severability
Costs and Expenses
Third Party Rights
Amendments
Counterparts
Manufacturing
Technology
Real Estate
Financial Services
Professional Services
Healthcare
Retail
Energy
Infrastructure
Transportation
Media & Entertainment
Telecommunications
Construction
Agriculture
Hospitality
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Human Resources
Risk & Compliance
Strategy
Business Development
Corporate Secretariat
Due Diligence
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
M&A Director
Finance Director
Business Development Director
Company Secretary
Legal Counsel
Transaction Manager
Due Diligence Manager
Integration Manager
Risk Manager
Tax Director
HR Director
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