Sale Of Partnership Agreement Template for Austria

The Sale of Partnership Agreement is a crucial document used when one or more partners wish to sell their interest in a partnership to other partners or third parties under Austrian law. This document is essential for formalizing the transfer of partnership interests while ensuring compliance with Austrian legal requirements, including the UGB (Commercial Code) and ABGB (Civil Code). It becomes necessary when partners decide to exit the business, retire, or restructure the partnership ownership. The agreement covers vital aspects such as purchase price, payment terms, warranties, representations, and both pre- and post-completion obligations. It also addresses regulatory compliance, tax implications, and may include provisions for ongoing business operations. The document should be tailored to specific partnership circumstances while maintaining compliance with Austrian partnership laws and regulations.

1. Parties: Identification of the seller(s) and buyer(s) of the partnership interest, including full legal names and addresses

2. Background: Context of the partnership, its business nature, and the reason for the sale

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core terms of the transaction, including the partnership interest being sold and purchase price

5. Purchase Price and Payment: Detailed payment terms, including payment method, timing, and any adjustments

6. Completion: Requirements and conditions for completing the transfer, including timing and location

7. Seller's Warranties: Warranties regarding the partnership interest, business operations, and seller's authority

8. Buyer's Warranties: Warranties regarding the buyer's authority and ability to complete the purchase

9. Pre-Completion Obligations: Obligations of both parties between signing and completion

10. Post-Completion Obligations: Ongoing obligations after the transfer is completed

11. Confidentiality: Provisions regarding confidential information and its protection

12. Notices: Process for formal communications between parties

13. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes

14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments