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Asset Purchase Agreement for Austria

Asset Purchase Agreement Template for Austria

An Asset Purchase Agreement governed by Austrian law is a comprehensive legal document that facilitates the transfer of business assets from a seller to a buyer. The agreement operates within the framework of Austrian civil and commercial law, particularly the ABGB (Austrian Civil Code) and UGB (Commercial Code). It details the specific assets being transferred, purchase price, payment terms, warranties, and various obligations of the parties. The document includes provisions for employee transfers in accordance with Austrian labor law, tax considerations under Austrian tax regulations, and where applicable, requirements for real estate transfers and intellectual property rights.

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What is a Asset Purchase Agreement?

The Asset Purchase Agreement is a crucial document used in Austrian business transactions where one party wishes to acquire specific assets of another party's business rather than purchasing shares in the company itself. This agreement is particularly relevant under Austrian law where parties seek to cherry-pick specific assets and avoid taking over all liabilities of the target business. The document must comply with Austrian legal requirements, including the ABGB, UGB, and relevant tax laws, while addressing specific aspects such as employee rights under Austrian labor law, property transfer regulations, and where applicable, merger control requirements. The agreement typically includes detailed schedules listing the assets, comprehensive warranties, and specific provisions for the mechanics of transfer, making it essential for both large corporate transactions and smaller business asset sales.

What sections should be included in a Asset Purchase Agreement?

1. Parties: Identification and details of the seller and purchaser

2. Background: Context of the transaction and brief description of the business/assets being sold

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and interpretation rules

4. Sale and Purchase of Assets: Description of assets being transferred and mechanics of transfer

5. Purchase Price: Purchase price, payment terms, adjustments, and payment mechanics

6. Closing: Conditions precedent, closing mechanics, and timing

7. Seller's Warranties: Warranties regarding the seller's capacity, assets, and business

8. Purchaser's Warranties: Basic warranties regarding the purchaser's capacity and authority

9. Tax Matters: Tax treatment of the transaction and allocation of tax liabilities

10. Employees: Treatment of employees and related obligations under Austrian labor law

11. Confidentiality: Confidentiality obligations regarding the transaction and business information

12. Notices: Mechanism for formal communications between parties

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

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

What sections are optional to include in a Asset Purchase Agreement?

1. Real Estate: Specific provisions for real estate transfers, required when real property is included in the assets

2. Intellectual Property: Detailed provisions for IP transfers, required when significant IP assets are included

3. Environmental Matters: Environmental warranties and indemnities, needed for industrial assets or properties

4. Data Protection: GDPR compliance provisions, required when personal data is part of transferred assets

5. Competition Law Compliance: Required for larger transactions subject to merger control

6. Transition Services: Include when post-closing services are needed from seller

7. Non-Compete Provisions: Restrictions on seller's future activities, if agreed

8. Earn-out Provisions: Required when part of purchase price is contingent on future performance

What schedules should be included in a Asset Purchase Agreement?

1. Schedule 1 - Asset List: Detailed inventory of all assets being transferred

2. Schedule 2 - Excluded Assets: List of assets explicitly excluded from the transfer

3. Schedule 3 - Employee List: Details of transferring employees and their employment terms

4. Schedule 4 - Contracts: List of contracts being transferred

5. Schedule 5 - Real Estate: Details of any real property included in the transfer

6. Schedule 6 - Intellectual Property: List of IP rights being transferred

7. Schedule 7 - Warranties: Detailed seller's warranties

8. Schedule 8 - Encumbrances: List of existing encumbrances on the assets

9. Schedule 9 - Closing Deliverables: List of documents to be delivered at closing

10. Appendix A - Form of Transfer Instruments: Template documents for executing the transfer

11. Appendix B - Power of Attorney: Form of power of attorney for closing actions if required

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Austria

Publisher

Ƶ

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions










Clauses






































Relevant Industries

Manufacturing

Retail

Technology

Real Estate

Healthcare

Hospitality

Professional Services

Industrial

Energy

Agriculture

Transportation

Construction

Media and Entertainment

Financial Services

Relevant Teams

Legal

Finance

Mergers & Acquisitions

Tax

Compliance

Operations

Business Development

Risk Management

Corporate Development

Treasury

Human Resources

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Lawyer

Financial Controller

Head of Mergers & Acquisitions

Business Development Director

Chief Operating Officer

Tax Director

Risk Manager

Compliance Officer

Commercial Director

Integration Manager

Due Diligence Manager

Industries









Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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