Company Sales Agreement Template for Austria

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Key Requirements PROMPT example:

Company Sales Agreement

"I need a Company Sales Agreement under Austrian law for the purchase of a manufacturing company, with completion scheduled for March 2025 and including specific provisions for employee retention and intellectual property transfer."

Document background
The Company Sales Agreement is a crucial document used in Austrian business transactions for transferring ownership of a company, either through share sale or asset purchase. It is essential for both domestic and cross-border transactions involving Austrian companies, requiring compliance with Austrian corporate law, EU regulations, and international business practices. The agreement typically includes detailed provisions on purchase price mechanisms, warranties and representations, liability limitations, and specific Austrian legal requirements such as mandatory form requirements and regulatory approvals. This document is particularly important as it serves as the primary transaction document that governs the rights and obligations of all parties involved in the company sale, including post-completion obligations and potential dispute resolution under Austrian jurisdiction.
Suggested Sections

1. Parties: Identification of the seller(s) and purchaser(s), including full legal names and registered addresses

2. Background: Context of the transaction, including brief description of the company being sold and transaction rationale

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: Details of the consideration, including amount, payment method, and any adjustments

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

7. Pre-Completion Obligations: Obligations of both 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 general liability of the parties

11. Tax Matters: Tax-related provisions, including tax warranties, indemnities, and conduct of tax affairs

12. Confidentiality: Obligations regarding confidential information and announcements

13. Notices: Process and requirements for formal notices under the agreement

14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

15. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes

Optional Sections

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

2. Seller Financing: Include when the seller is providing financing for part of the purchase price

3. Non-Competition and Non-Solicitation: Include when restricting seller's future competitive activities

4. Intellectual Property Rights: Include when IP assets are a significant part of the transaction

5. Employee Matters: Include when specific provisions are needed for employee transfers or protection

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

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

8. Data Protection: Include when significant personal data is involved in the transaction

9. Transitional Services: Include when post-completion services are required from the seller

Suggested Schedules

1. Company Details: Full corporate information, including registration details and share capital structure

2. Properties: List and details of all owned and leased properties

3. Intellectual Property: Schedule of all IP rights owned or licensed by the company

4. Material Contracts: List and copies of all material contracts

5. Employees: List of employees with key terms of employment

6. Warranties: Detailed warranties given by the seller

7. Tax Deed: Specific tax indemnities and provisions

8. Completion Requirements: Detailed list of completion deliverables and actions

9. Disclosed Documents: List of documents disclosed against the warranties

10. Company 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

Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Technology

Real Estate

Financial Services

Professional Services

Healthcare

Retail

Energy

Construction

Transportation

Hospitality

Agriculture

Media and Entertainment

Telecommunications

Industrial Services

Consumer Goods

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Business Development

Corporate Secretariat

Treasury

Due Diligence

Integration

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

M&A Director

Finance Director

Business Development Director

Company Secretary

Tax Director

Integration Manager

Due Diligence Manager

Corporate Development Manager

Investment Director

Transaction Manager

Risk Manager

Compliance Officer

Industries
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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