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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."
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
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
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
Accounts Date
Adjustment Amount
Affiliate
Agreed Form
Agreement
Annual Accounts
Assets
Austrian GAAP
Business
Business Day
Claim
Closing
Closing Date
Company
Competition Law
Completion
Completion Date
Completion Payment
Confidential Information
Consideration
Control
Data Protection Laws
Data Room
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Environment
Environmental Law
Environmental Permits
Financial Statements
Fundamental Warranties
Group
Group Companies
Intellectual Property Rights
Key Employees
Knowledge
Lease Agreements
Leased Properties
Licenses
Long Stop Date
Loss
Material Adverse Change
Material Agreements
Material Contracts
Notice
Owned Properties
Parties
Permits
Permitted Encumbrances
Properties
Purchase Price
Purchaser
Purchaser's Group
Regulatory Approvals
Related Persons
Relevant Authority
Representatives
Seller
Seller's Warranties
Shares
Signing Date
Subsidiary
Tag Along Rights
Target Company
Tax
Tax Authority
Tax Deed
Tax Warranties
Third Party
Transaction
Transaction Documents
Transfer
Warranties
Working Capital
Definitions
Sale and Purchase
Purchase Price
Purchase Price Adjustment
Completion Conditions
Pre-Completion Covenants
Completion Mechanics
Post-Completion Obligations
Warranties
Fundamental Warranties
Business Warranties
Tax Warranties
Environmental Warranties
Employment Warranties
Property Warranties
Intellectual Property Warranties
Limitations on Liability
Tax Indemnities
Environmental Indemnities
Employee Protection
Regulatory Compliance
Competition Law
Data Protection
Confidentiality
Non-Competition
Non-Solicitation
Assignment
Further Assurance
Costs
Notices
Announcements
Severability
Amendments
Waiver
Third Party Rights
Force Majeure
Entire Agreement
Governing Law
Jurisdiction
Dispute Resolution
Language
Counterparts
Manufacturing
Technology
Real Estate
Financial Services
Professional Services
Healthcare
Retail
Energy
Construction
Transportation
Hospitality
Agriculture
Media and Entertainment
Telecommunications
Industrial Services
Consumer Goods
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Business Development
Corporate Secretariat
Treasury
Due Diligence
Integration
Strategy
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
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