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Company Sale Contract

Company Sale Contract Template for Austria

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Key Requirements PROMPT example:

Company Sale Contract

"I need a Company Sale Contract for the sale of my Austrian software development company (GmbH) with 50 employees to a German tech corporation, including specific provisions for intellectual property rights transfer and employee retention agreements, with completion planned for March 2025."

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Document background
The Company Sale Contract is a sophisticated legal document used in Austrian corporate transactions to effect the transfer of ownership of a company from seller to buyer. It serves as the primary transaction document in company acquisitions, incorporating all essential terms and conditions required under Austrian law. The contract must comply with various Austrian legal requirements, including the ABGB (Civil Code), UGB (Commercial Code), and specific corporate regulations. It is particularly important in private M&A transactions and requires careful consideration of Austrian-specific elements such as employee rights, competition law requirements, and corporate governance structures. The document typically includes detailed provisions on purchase price mechanisms, warranties, indemnities, and completion procedures, all tailored to meet Austrian legal standards and market practice.
Suggested Sections

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 target company

3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement

4. Sale and Purchase: Core transaction terms including the object of sale and binding effect

5. Purchase Price: Purchase price, payment terms, and any price adjustment mechanisms

6. Conditions Precedent: Conditions that must be met before completion can occur

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

8. Completion: Mechanics and requirements for closing the transaction

9. Warranties: Seller's representations and warranties about the company

10. Liability and Indemnification: Scope of liability and indemnification obligations

11. Confidentiality: Obligations regarding confidential information

12. Tax Matters: Tax-related provisions and allocations

13. Employees: Provisions regarding employee transfer and related matters

14. Governing Law and Jurisdiction: Choice of Austrian law and jurisdiction details

15. Notices: Communication requirements and contact details

16. General Provisions: Miscellaneous legal provisions including severability and entire agreement

Optional Sections

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

2. Real Estate: Include when company owns significant real estate assets

3. Intellectual Property: Include when IP assets are material to the business

4. Environmental Matters: Include for companies with environmental risks or obligations

5. Competition/Antitrust: Include when merger control clearance is required

6. Bank Financing: Include when transaction involves external financing

7. Transition Services: Include when post-completion services are needed from seller

8. Non-Compete Provisions: Include when seller restrictions are required post-completion

Suggested Schedules

1. Company Details: Detailed information about the target company structure

2. Warranties: Detailed warranties given by the seller

3. Properties: List and details of real estate owned or leased

4. Material Contracts: List of important contracts and their key terms

5. Intellectual Property: Schedule of IP rights owned or licensed

6. Employees: List of employees and their key employment terms

7. Completion Deliverables: List of documents required at completion

8. Permitted Leakage: Agreed exceptions to no leakage covenant

9. Data Room Index: Index of due diligence materials provided

10. Accounts: Recent financial statements and management accounts

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
Accounts
Accounts Date
Affiliate
Agreement
Annual Accounts
Antitrust Laws
Austrian GAAP
Authority
Bank Accounts
Business
Business Day
Buyer
Claim
Closing
Closing Date
Company
Company Group
Company IP
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Control
Data Protection Laws
Data Room
Disclosed
Disclosure Letter
Due Diligence
Effective Date
Employees
Encumbrance
Environmental Laws
Environmental Permits
Escrow Account
Escrow Agent
Fairly Disclosed
Financial Statements
Governmental Authority
Group
Group Companies
Indebtedness
Intellectual Property Rights
Interest
Key Employees
Knowledge
Leakage
Longstop Date
Loss
Management Accounts
Material Adverse Change
Material Contracts
Notice
Ordinary Course of Business
Parties
Permits
Permitted Leakage
Properties
Purchase Price
Related Persons
Relevant Period
Representatives
Seller
Seller's Group
Shares
Signing Date
Subsidiaries
Target Group
Tax
Tax Authority
Tax Claim
Tax Return
Third Party
Transaction
Transaction Documents
Warranties
Working Capital
Clauses
Interpretation
Sale and Purchase
Purchase Price
Price Adjustment
Escrow
Conditions Precedent
Pre-Completion Covenants
Completion
Post-Completion Obligations
Warranties
Fundamental Warranties
Business Warranties
Tax Warranties
Limitations on Liability
Tax Indemnity
General Indemnity
Employee Matters
Intellectual Property
Real Estate
Data Protection
Confidentiality
Non-Competition
Non-Solicitation
Announcements
Transfer Restrictions
Regulatory Compliance
Anti-corruption
Environmental Compliance
Insurance
Power of Attorney
Further Assurance
Assignment
Costs
Notices
Amendments
Severability
Entire Agreement
Third Party Rights
Force Majeure
Governing Law
Dispute Resolution
Language
Relevant Industries

Manufacturing

Technology

Retail

Professional Services

Real Estate

Healthcare

Financial Services

Energy

Transportation

Construction

Telecommunications

Hospitality

Media and Entertainment

Agriculture

Mining and Resources

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Human Resources

Compliance

Risk Management

Strategy

Board Secretariat

Treasury

Corporate Communications

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

M&A Director

Investment Banker

Due Diligence Manager

Corporate Secretary

Finance Director

Tax Director

HR Director

Compliance Officer

Managing Director

Board Member

Transaction Manager

Integration Manager

Industries
ABGB (Allgemeines Bürgerliches Gesetzbuch): Austrian Civil Code - Governs general contract law principles, including formation, interpretation, and enforcement of contracts
UGB (Unternehmensgesetzbuch): Austrian Commercial Code - Regulates commercial transactions and business relationships between companies
GmbHG (GmbH-Gesetz): Limited Liability Company Act - Specific regulations for GmbH (limited liability company) transactions and governance
AktG (Aktiengesetz): Stock Corporation Act - Regulations for transactions involving stock corporations (AG)
AVRAG (Arbeitsvertragsrechts-Anpassungsgesetz): Employment Contract Law Adaptation Act - Governs transfer of employees in company acquisitions
KartG (Kartellgesetz): Cartel Act - Merger control provisions and competition law requirements
BAO (Bundesabgabenordnung): Federal Fiscal Code - Tax implications and requirements for company sales
DSGVO (Datenschutz-Grundverordnung): General Data Protection Regulation - Requirements for handling personal data in corporate transactions
BörseG (Börsegesetz): Stock Exchange Act - Additional requirements if the transaction involves listed companies
UmgrStG (Umgründungssteuergesetz): Reorganization Tax Act - Special tax provisions for corporate reorganizations and sales
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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