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Definitive Purchase Agreement
"I need a Definitive Purchase Agreement under Austrian law for the acquisition of a manufacturing facility in Vienna, including provisions for employee transfer and environmental compliance, with closing expected by March 2025."
1. Parties: Identification and details of the seller and purchaser, including registration numbers for legal entities
2. Background: Context of the transaction and brief description of the subject matter
3. Definitions: Key terms used throughout the agreement
4. Subject Matter of Sale: Detailed description of the assets/property being sold
5. Purchase Price: Amount, currency, and payment terms
6. Payment Terms: Payment schedule, method, and any conditions for payment
7. Closing: Conditions precedent, closing mechanics, and timing
8. Seller's Representations and Warranties: Statements of fact and assurances about the subject matter of sale
9. Purchaser's Representations and Warranties: Statements regarding the purchaser's capacity and authority to enter into the agreement
10. Covenants: Pre-closing and post-closing obligations of both parties
11. Risk and Transfer of Title: When and how risk and ownership transfer to the purchaser
12. Liability and Indemnification: Scope of liability and indemnification obligations
13. Termination: Circumstances under which the agreement can be terminated
14. Governing Law and Jurisdiction: Confirmation of Austrian law and competent courts
15. Miscellaneous: Standard provisions including severability, entire agreement, and amendments
1. Real Estate Specific Provisions: Required when the purchase involves real estate, including land register details and building regulations
2. Intellectual Property Rights: Needed when the purchase includes IP assets
3. Employee Matters: Required when the purchase affects employment relationships
4. Regulatory Approvals: Necessary when the transaction requires regulatory clearance
5. Tax Matters: Detailed tax provisions when there are specific tax implications
6. Environmental Matters: Required when environmental risks or compliance is relevant
7. Transition Services: Needed when post-closing services are required from the seller
8. Non-Competition: Optional restrictions on seller's future activities
9. Data Protection: Required when personal data is involved in the transaction
10. Force Majeure: Optional provisions for unforeseen circumstances
1. Asset Schedule: Detailed list and description of assets being purchased
2. Purchase Price Calculation: Detailed breakdown of the purchase price components
3. Disclosed Information: List of documents and information provided during due diligence
4. Required Consents: List of third-party or regulatory consents required
5. Encumbrances: List of any existing liens, charges, or encumbrances
6. Form of Transfer Documents: Templates for any required transfer documentation
7. Closing Checklist: List of actions and documents required for closing
8. Material Contracts: List and copies of relevant contracts affecting the purchase
9. Property Details: Specific details of real estate if applicable
10. Employee Information: Details of affected employees if applicable
Authors
Affiliate
Applicable Law
Assets
Austrian GAAP
Business Day
Closing
Closing Date
Conditions Precedent
Confidential Information
Consideration
Damages
Disclosure Schedule
Effective Date
Encumbrance
Environmental Laws
GDPR
Governmental Authority
Intellectual Property Rights
Knowledge
Liability
Losses
Material Adverse Change
Material Adverse Effect
Material Contracts
Party/Parties
Permits
Person
Purchase Price
Purchase Price Adjustment
Purchaser
Real Property
Representatives
Seller
Signing Date
Subsidiaries
Tax/Taxes
Tax Authority
Third Party
Transaction
Transaction Documents
Transfer
Working Capital
Working Capital Target
EUR
Warranties
Business
Claim
Completion
Due Diligence
Employee
Financial Statements
Indemnification
Intellectual Property
Notarial Deed
Ordinary Course of Business
Purchase Price
Payment Terms
Conditions Precedent
Closing Conditions
Title Transfer
Representations and Warranties
Covenants
Due Diligence
Price Adjustment
Indemnification
Liability
Risk Transfer
Asset Transfer
Property Rights
Intellectual Property
Confidentiality
Non-Competition
Employee Matters
Tax Matters
Environmental Compliance
Regulatory Compliance
Data Protection
Force Majeure
Assignment
Termination
Remedies
Dispute Resolution
Governing Law
Jurisdiction
Notices
Amendment
Severability
Entire Agreement
Costs and Expenses
Third Party Rights
Further Assurance
Counterparts
Language
Time of Essence
Waiver
Authority
Registration Requirements
Insurance
Bank Guarantees
Security Interests
Transition Services
Real Estate
Manufacturing
Retail
Technology
Energy
Financial Services
Healthcare
Professional Services
Construction
Agriculture
Automotive
Hospitality
Transportation
Media and Entertainment
Consumer Goods
Industrial Equipment
Legal
Finance
Mergers & Acquisitions
Corporate Development
Real Estate
Compliance
Risk Management
Business Development
Commercial Operations
Treasury
Tax
Corporate Secretariat
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Lawyer
M&A Manager
Business Development Director
Finance Manager
Commercial Director
Real Estate Manager
Compliance Officer
Risk Manager
Property Manager
Investment Manager
Corporate Secretary
Transaction Manager
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