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Management Buyout Agreement
"I need a Management Buyout Agreement for a mid-sized manufacturing company in Austria, where three senior managers will acquire 100% of shares from the current owner, with completion planned for March 2025 and including an earn-out mechanism based on EBITDA performance."
1. Parties: Identification of the selling shareholders/company and the purchasing management team members
2. Background: Context of the transaction, current ownership structure, and purpose of the MBO
3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement
4. Sale and Purchase: Core transaction terms including shares/assets being transferred and conditions precedent
5. Purchase Price: Detailed breakdown of consideration, payment terms, and adjustment mechanisms
6. Completion: Mechanics and requirements for closing the transaction, including timing and deliverables
7. Warranties and Representations: Standard warranties from sellers regarding the business, shares, and authority to sell
8. Limitations on Liability: Caps, thresholds, and time limits on warranty claims and other liabilities
9. Pre-Completion Obligations: Conduct of business requirements between signing and completion
10. Confidentiality: Obligations regarding transaction confidentiality and business information
11. Non-Competition and Non-Solicitation: Restrictions on sellers' future competitive activities
12. Tax Matters: Tax covenants, indemnities, and conduct of tax affairs
13. General Provisions: Standard boilerplate clauses including notices, governing law, and jurisdiction
1. Financing Arrangements: Required if external financing is part of the transaction structure
2. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
3. Management Services: Needed when selling shareholders will provide ongoing services post-completion
4. Employee Matters: Required for specific employee-related arrangements or protections
5. Intellectual Property Rights: Include when IP is a significant aspect of the business
6. Real Estate Provisions: Required when real estate assets are material to the transaction
7. Environmental Matters: Include for businesses with significant environmental risks or obligations
8. Transitional Services: Needed when sellers will provide temporary support post-completion
1. Share Capital and Shareholders: Details of current and post-completion shareholding 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 of key business contracts and arrangements
5. Employee Information: Details of management and key employees, including service contracts
6. Completion Obligations: Detailed list of documents and actions required at completion
7. Warranties: Detailed warranty schedule
8. Financial Statements: Recent financial statements and management accounts
9. Tax Deed: Detailed tax indemnity provisions
10. Disclosed Matters: Disclosure letter and bundle against warranties
Authors
Agreed Form
Business
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosed
Disclosure Letter
Encumbrance
Financial Statements
Financing Documents
Group
Intellectual Property Rights
Long Stop Date
Management Accounts
Material Adverse Change
Material Contracts
Purchase Price
Purchase Price Adjustment
Related Persons
Relevant Period
Sale Shares
Sellers' Warranties
Signing Date
Subsidiary
Target Company
Tax
Tax Authority
Tax Deed
Transaction Documents
Warranties
Working Capital
Management Team
Permitted Encumbrances
Senior Lenders
Security Documents
Escrow Account
Escrow Agent
Earn-out Period
Earn-out Payment
Accounts Date
Associated Company
Board
Business Plan
Claim
Completion Accounts
Deed of Adherence
Employee
Key Management
Losses
Properties
Reference Date
Shareholders' Agreement
Territory
Working Capital Target
Purchase Price
Payment Terms
Conditions Precedent
Completion Obligations
Warranties and Representations
Limitations on Liability
Indemnification
Pre-completion Covenants
Post-completion Covenants
Confidentiality
Non-Competition
Non-Solicitation
Tax Covenants
Employee Matters
Intellectual Property
Data Protection
Material Contracts
Real Estate
Environmental Matters
Financial Statements
Working Capital Adjustment
Earn-out Provisions
Financing Arrangements
Security Provisions
Corporate Governance
Information Rights
Regulatory Compliance
Force Majeure
Assignment and Transfer
Notices
Entire Agreement
Amendment and Waiver
Severability
Costs and Expenses
Governing Law
Dispute Resolution
Third Party Rights
Further Assurance
Announcements
Power of Attorney
Manufacturing
Technology
Professional Services
Retail
Healthcare
Real Estate
Financial Services
Construction
Hospitality
Transportation and Logistics
Media and Entertainment
Energy and Utilities
Agriculture
Industrial Services
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Human Resources
Executive Leadership
Board of Directors
Company Secretariat
Risk Management
Compliance
Treasury
Chief Executive Officer
Chief Financial Officer
Managing Director
Finance Director
General Counsel
Legal Director
Corporate Development Director
Head of Mergers & Acquisitions
Investment Director
Company Secretary
Senior Legal Counsel
Tax Director
Human Resources Director
Operations Director
Board Member
Senior Partner
Transaction Manager
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