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Company Selling Agreement
"I need a Company Selling Agreement under Austrian law for the sale of a medium-sized manufacturing business with significant intellectual property assets, including specific provisions for employee transfer and environmental compliance, targeted for completion by March 2025."
1. Parties: Identification of the seller and purchaser, including full legal names, registration details, and addresses
2. Background: Context of the transaction, including brief description of the company being sold and transaction rationale
3. Definitions: Key terms used throughout the agreement, including specific Austrian legal terminology
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, payment terms, and any price adjustment mechanisms
6. Conditions Precedent: Prerequisites for completion, including regulatory approvals and third-party consents
7. Pre-Completion Obligations: Seller's obligations regarding company operation between signing and completion
8. Completion: Process and requirements for closing the transaction, including deliverables and timing
9. Warranties: Seller's representations about the company, its assets, and operations
10. Limitations on Liability: Scope and limitations of seller's liability under the warranties
11. Tax Matters: Tax-related provisions, indemnities, and allocations of responsibility
12. Employees: Provisions regarding transfer of employees and related obligations
13. Confidentiality: Obligations regarding transaction and company information confidentiality
14. Announcements: Requirements for public statements about the transaction
15. Governing Law and Jurisdiction: Confirmation of Austrian law application and jurisdiction for disputes
16. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Non-Compete Provisions: Restrictions on seller's future business activities - include when seller might compete
2. Earn-out Provisions: Structure for additional payments based on future performance - include when part of purchase price is contingent
3. Real Estate: Specific provisions for property transfer - include when company owns significant real estate
4. Intellectual Property: Detailed IP transfer provisions - include when IP is a key asset
5. Environmental Matters: Environmental warranties and indemnities - include for manufacturing or industrial businesses
6. Data Protection: Specific GDPR compliance provisions - include when significant personal data is involved
7. Transition Services: Post-completion support services - include when seller needs to provide ongoing support
1. Company Details: Comprehensive information about the company, including registration details and structure
2. Properties: List and details of all real estate owned or leased by the company
3. Material Contracts: Summary of key commercial agreements and commitments
4. Intellectual Property Rights: Schedule of all IP owned or licensed by the company
5. Employee Information: List of employees and key employment terms
6. Financial Statements: Recent financial statements and management accounts
7. Insurance Policies: Details of current insurance coverage
8. Bank Accounts: List of company bank accounts and financial facilities
9. Completion Deliverables: List of documents and items to be delivered at completion
10. Warranty Disclosure: Specific disclosures against the warranties
11. Data Room Index: Index of due diligence materials provided
Authors
Accounts Date
Agreed Form
Annual Accounts
Assets
Austrian GAAP
Business
Business Day
Claim
Completion
Completion Date
Completion Payment
Conditions
Confidential Information
Consideration
Data Protection Laws
Data Room
Disclosure Letter
Encumbrance
Environmental Laws
Environmental Permits
GDPR
Group
Intellectual Property Rights
Key Employees
Management Accounts
Material Adverse Change
Material Contracts
Notarial Deed
Parties
Permits
Properties
Purchase Price
Purchaser
Purchaser's Group
Regulatory Authorities
Relevant Authority
Sale Shares
Seller
Seller's Group
Seller's Warranties
Share Capital
Signing Date
Subsidiaries
Target Company
Tax
Tax Authority
Tax Covenant
Tax Returns
Third Party
Transaction
Transaction Documents
Transfer Date
Warranties
Working Capital
Sale and Purchase
Purchase Price
Payment Terms
Adjustment Mechanism
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Indemnities
Tax Covenants
Employee Matters
Pensions
Intellectual Property
Data Protection
Confidentiality
Non-Competition
Non-Solicitation
Environmental Matters
Property
Insurance
Bank Accounts
Powers of Attorney
Assignment
Further Assurance
Announcements
Costs
Notices
Entire Agreement
Amendments
Severability
Force Majeure
Waiver
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Manufacturing
Technology
Retail
Professional Services
Real Estate
Healthcare
Financial Services
Construction
Energy
Telecommunications
Hospitality
Transportation
Agriculture
Media and Entertainment
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Human Resources
Risk Management
Board of Directors
Executive Management
Due Diligence
Integration
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Business Development Director
Mergers & Acquisitions Director
Finance Director
Company Secretary
Tax Director
Corporate Development Manager
Due Diligence Manager
Integration Manager
Risk Manager
Compliance Officer
Board Member
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