The Sale Of Business Contract is a fundamental document used in Austrian business transactions when transferring ownership of a business from one party to another. It is essential for both asset and share sale transactions under Austrian law, incorporating requirements from the Austrian Civil Code (ABGB), Commercial Code (UGB), and relevant corporate legislation. This contract type is crucial for documenting the complete transaction structure, including purchase price, payment terms, warranties, and indemnities, while ensuring compliance with Austrian regulatory requirements regarding employee transfers, tax obligations, and corporate governance. The document should be tailored to address specific industry requirements, size of the transaction, and whether the sale involves shares, assets, or both. It typically requires input from multiple stakeholders and careful consideration of Austrian competition law, labor law, and data protection regulations.
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1. Parties: Identification of the seller and purchaser, including full legal names, registration numbers, and registered addresses
2. Background: Context of the transaction, brief description of the business, and purpose of the agreement
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including what is being sold (assets, shares, or both) and the nature of the transfer
5. Purchase Price: Amount, payment terms, payment method, and any price adjustment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals and third-party consents
7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including business conduct requirements
8. Completion: Completion mechanics, timing, location, and actions required at completion
9. Warranties: Seller's warranties regarding the business, assets, liabilities, and compliance with laws
10. Limitations of Liability: Limitations on warranty claims and general liability caps
11. Employee Matters: Treatment of employees, transfer of employment contracts, and related obligations under AVRAG
12. Tax Matters: Tax warranties, indemnities, and allocation of tax liabilities
13. Confidentiality: Obligations regarding confidential information and announcements
14. Non-Competition: Restrictions on seller's competitive activities post-completion
15. Governing Law and Jurisdiction: Austrian law as governing law and jurisdiction for disputes
16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Intellectual Property: Specific provisions for transfer of IP rights, used when the business has significant IP assets
2. Real Estate: Provisions dealing with property transfer or assignment of leases, included when real estate is part of the transaction
3. Environmental Matters: Environmental warranties and indemnities, used for businesses with environmental risks or compliance requirements
4. Data Protection: Specific GDPR compliance provisions, used when significant personal data is being transferred
5. Earn-out Provisions: Mechanism for additional payments based on future performance, used when part of purchase price is contingent
6. Transition Services: Terms for post-completion services provided by seller, used when business continuity requires seller's ongoing support
7. Bank Financing: Provisions relating to third-party financing, used when purchase is partially bank-financed
8. Parent Company Guarantee: Guarantee provisions, used when parent company backing is required
1. Business Assets Schedule: Detailed list of all assets included in the sale
2. Excluded Assets Schedule: List of assets specifically excluded from the sale
3. Properties Schedule: Details of owned and leased properties
4. Employee Schedule: List of employees, their terms of employment and benefits
5. Material Contracts Schedule: List and copies of key business contracts being transferred
6. Intellectual Property Schedule: Details of all IP rights owned or licensed by the business
7. Warranties Schedule: Detailed warranties given by the seller
8. Tax Schedule: Detailed tax-related warranties and provisions
9. Completion Obligations Schedule: Detailed list of completion deliverables
10. Net Working Capital Schedule: Calculation methodology and target working capital details
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