Entity Purchase Buy Sell Agreement Template for Austria

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Key Requirements PROMPT example:

Entity Purchase Buy Sell Agreement

"I need an Entity Purchase Buy Sell Agreement under Austrian law for the acquisition of a mid-sized manufacturing company, with specific provisions for intellectual property rights and an earn-out mechanism based on 2025 performance targets."

Document background
The Entity Purchase Buy Sell Agreement is a crucial document used in business acquisitions and sales under Austrian law. It is typically employed when one party wishes to acquire full ownership or a controlling interest in another business entity, whether a GmbH (limited liability company), AG (stock corporation), or other corporate form. The agreement must comply with Austrian corporate law requirements, including the Austrian Commercial Code (UGB) and specific corporate legislation. This comprehensive document covers everything from initial purchase terms to post-closing obligations, incorporating necessary provisions for regulatory approvals, employee transfers, and tax considerations. The agreement is particularly important as it serves as the definitive record of the transaction terms and provides legal protection for both buyer and seller through detailed warranties, representations, and indemnities.
Suggested Sections

1. Parties: Identification of buyer, seller, and any guarantors with full legal names and addresses

2. Background: Context of the transaction, description of the target entity, and purpose of the agreement

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including what is being sold and purchased

5. Purchase Price: Price, payment terms, and any adjustments

6. Conditions Precedent: Conditions that must be satisfied before closing

7. Pre-Closing Obligations: Parties' obligations between signing and closing, including conduct of business

8. Closing: Closing mechanics, deliverables, and timing

9. Seller's Warranties: Representations and warranties regarding the target entity

10. Buyer's Warranties: Representations and warranties from the buyer

11. Limitations of Liability: Scope and limitations of warranties and indemnities

12. Tax Matters: Tax-related representations, indemnities, and obligations

13. Confidentiality: Confidentiality obligations and permitted disclosures

14. Announcements: Rules for public announcements about the transaction

15. Notices: Process for formal communications between parties

16. Governing Law and Jurisdiction: Austrian law as governing law and jurisdiction provisions

17. General Provisions: Standard boilerplate provisions including severability, entire agreement, etc.

Optional Sections

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

2. Employee Matters: Detailed provisions about treatment of employees when this is a key transaction aspect

3. Intellectual Property: Specific IP provisions when IP is a significant asset

4. Real Estate: Specific provisions for real estate owned by target entity

5. Environmental Matters: Required for entities with significant environmental exposure

6. Competition Law Compliance: Detailed provisions when transaction requires merger control approval

7. Transitional Services: When seller will provide services post-closing

8. Foreign Investment Approval: Required when transaction involves foreign investors requiring approval

9. Bank Financing: When purchase is contingent on bank financing

10. Post-Closing Covenants: Specific obligations after closing, including non-compete provisions

Suggested Schedules

1. Details of Target Entity: Corporate information, shareholding structure, subsidiaries

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

3. Material Contracts: List and summaries of key contracts

4. Intellectual Property: List of IP rights owned or licensed

5. Employees: List of employees and key employment terms

6. Disclosed Matters: Disclosures against warranties

7. Closing Deliverables: Detailed list of documents required at closing

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

9. Purchase Price Adjustment Mechanism: Detailed calculation methods for price adjustments

10. Form of Transfer Documents: Templates for share transfer or other closing documents

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

Media and Entertainment

Telecommunications

Agriculture

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Human Resources

Compliance

Risk Management

Treasury

Corporate Governance

Strategic Planning

Operations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Development Director

Mergers & Acquisitions Director

Financial Controller

Legal Counsel

Transaction Manager

Due Diligence Manager

Integration Manager

Risk Manager

Compliance Officer

Tax Director

Human Resources Director

Board Member

Industries
Austrian Civil Code (ABGB): Fundamental law governing contracts, legal transactions, and general civil law matters in Austria. Relevant for basic contract formation, validity, and enforcement.
Austrian Commercial Code (UGB): Regulates commercial transactions and business relationships. Particularly relevant for business entity transfers and commercial contracts.
Austrian Limited Liability Companies Act (GmbHG): Governs the transfer of shares in limited liability companies, including formal requirements and restrictions on share transfers.
Austrian Stock Corporation Act (AktG): Relevant when the target entity is a stock corporation, governing share transfers and corporate requirements.
Austrian Merger Control Act: Determines whether the transaction requires merger control approval and sets forth the relevant procedures.
Austrian Labor Law (ArbVG): Addresses employment-related aspects of business transfers, including employee rights and transfer of employment relationships.
Austrian Tax Law (BAO): Covers tax implications of entity transfers, including transfer taxes, capital gains tax, and VAT considerations.
Austrian Data Protection Act (DSG): Ensures compliance with data protection requirements in business transfers, particularly regarding customer and employee data.
Austrian Foreign Investment Control Act (InvKG): Regulates foreign investments in Austrian companies and may require approval for certain transactions.
Austrian Due Diligence Act (Sorgfaltspflichtgesetz): Sets requirements for due diligence in business transactions and corporate responsibility.
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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