The Membership Interest Purchase Agreement (MIPA) is a crucial document used in Austrian corporate transactions for the transfer of ownership in limited liability companies (GmbHs). It is specifically designed to comply with Austrian legal requirements, including mandatory notarization of share transfers under the GmbH-Gesetz. This agreement is utilized when a party wishes to acquire membership interests in an Austrian GmbH and needs to document all essential aspects of the transaction, including purchase price, warranties, and closing conditions. The document must incorporate specific provisions required under Austrian law, such as compliance with Austrian corporate law requirements, local tax considerations, and regulatory approvals. It serves as the primary transaction document that governs the relationship between the buyer and seller throughout the acquisition process and often includes post-closing obligations and indemnifications. The agreement is particularly important as it must address unique aspects of Austrian law while also providing comprehensive protection for both parties in the transaction.
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1. Parties: Identification of the seller(s), buyer(s), and the target company, including their full legal names and addresses
2. Background: Context of the transaction, including description of the target company and its membership interests
3. Definitions: Defined terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including the membership interests being sold and purchased
5. Purchase Price: Specification of the purchase price, payment terms, and any adjustments
6. Closing: Conditions precedent, closing mechanics, and deliverables
7. Seller's Warranties: Standard representations and warranties from the seller regarding the membership interests and target company
8. Buyer's Warranties: Basic representations and warranties from the buyer, including authority and capacity
9. Pre-Closing Covenants: Obligations of the parties between signing and closing
10. Tax Matters: Tax-related provisions, including allocations and indemnities
11. Confidentiality: Provisions regarding confidential information and announcements
12. Notices: Process and requirements for formal notices under the agreement
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Seller Financing: Include when part of the purchase price is being paid through installments or seller loans
2. Management Provisions: Include when existing management arrangements need to be addressed
3. Non-Competition: Include when seller restrictions on future competitive activities are required
4. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
5. Employee Matters: Include when specific employee arrangements or protections need to be addressed
6. Intellectual Property: Include when IP rights are material to the transaction
7. Real Estate: Include when the target company has significant real estate holdings
8. Bank Financing: Include when the transaction involves third-party financing arrangements
1. Target Company Information: Detailed information about the target company including corporate documents and structure
2. Membership Interests: Details of the membership interests being transferred
3. Purchase Price Calculation: Detailed methodology for calculating and adjusting the purchase price
4. Closing Deliverables: List of all documents and items to be delivered at closing
5. Seller's Warranties Disclosure: Exceptions and qualifications to seller's warranties
6. Material Contracts: List and copies of material contracts of the target company
7. Real Estate Schedule: Details of any owned or leased real estate
8. Intellectual Property Schedule: List of all IP rights owned or licensed by the target company
9. Employee Information: List of employees and their key employment terms
10. Form of Transfer Deed: Form of the notarial deed required for the transfer under Austrian law
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