Document background
The Share Sale and Purchase Agreement is a crucial document used in corporate transactions involving the transfer of company ownership through share sales in Austria. It serves as the primary transaction document that captures all commercial terms agreed between the parties, including the precise mechanics of the share transfer, purchase price calculations and adjustments, seller warranties, and post-completion obligations. This agreement must comply with Austrian legal requirements, including provisions of the Austrian Civil Code (ABGB), Commercial Code (UGB), and relevant corporate laws depending on the company type (GmbH or AG). The document is particularly important as it provides legal protection for both parties and establishes clear rights and obligations throughout the transaction process. It typically results from extensive negotiations and due diligence, incorporating various risk allocation mechanisms and specific provisions addressing findings from the due diligence process.
