The Contract for Sale of Business is a fundamental transaction document used when one entity wishes to acquire another entity's business operations in Austria. This comprehensive agreement is essential for documenting complex business sales transactions and ensures compliance with Austrian legal requirements, including the UGB (Commercial Code) and ABGB (Civil Code). It is typically used in scenarios ranging from small business acquisitions to large corporate transactions, covering all aspects from initial sale agreement through to post-completion obligations. The document addresses crucial elements such as asset transfer, employee transitions under AVRAG, liability assumptions, warranty provisions, and regulatory compliance. It requires careful consideration of Austrian merger control regulations, tax implications, and industry-specific requirements, making it a critical tool for business acquisitions in the Austrian market.
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1. Parties: Identification of the seller and purchaser with full legal details
2. Background: Context of the transaction and brief description of the business being sold
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including what is being sold and the basic agreement to sell
5. Purchase Price: Amount, payment terms, adjustments, and payment mechanics
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including business conduct requirements
8. Completion: Mechanics of completion, including timing, location, and actions required
9. Warranties: Seller's warranties about the business, assets, and liabilities
10. Limitations on Seller's Liability: Limitations on warranty claims and other liability restrictions
11. Tax Matters: Tax-related provisions, indemnities, and obligations
12. Employee Matters: Treatment of employees and related obligations under AVRAG
13. Confidentiality: Obligations regarding confidential information and announcements
14. Post-Completion Obligations: Ongoing obligations after completion, including transition services
15. Governing Law and Jurisdiction: Austrian law as governing law and jurisdiction provisions
16. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
2. Real Estate: Include when the business owns or leases significant real estate assets
3. Intellectual Property Assignment: Include when significant IP assets are involved
4. Environmental Matters: Include for businesses with environmental risks or obligations
5. Competition Restrictions: Include when non-compete and non-solicitation provisions are required
6. Merger Control: Include when transaction requires merger control approval
7. Bank Financing: Include when purchase is contingent on bank financing
8. Works Council Provisions: Include when business has a works council
9. Pensions: Include when business has pension schemes or obligations
1. Business Assets: Detailed list of all assets included in the sale
2. Excluded Assets: List of assets explicitly excluded from the sale
3. Properties: Details of owned and leased properties
4. Intellectual Property: List of all IP rights owned and licensed
5. Employee Information: List of employees and their key employment terms
6. Material Contracts: Key business contracts being transferred
7. Warranties: Detailed warranties given by the seller
8. Completion Obligations: Detailed list of completion deliverables
9. Purchase Price Adjustment: Detailed mechanics for any price adjustments
10. Tax Deed: Detailed tax indemnity provisions
11. Transitional Services Agreement: Terms of post-completion services provided by seller
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Retail
Technology
Professional Services
Healthcare
Real Estate
Hospitality
Construction
Financial Services
Energy
Transportation
Agriculture
Media and Entertainment
Telecommunications
Education
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Human Resources
Tax
Compliance
Risk Management
Operations
Strategy
Board of Directors
Executive Leadership
Due Diligence
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Managing Director
Corporate Lawyer
Legal Counsel
Finance Director
Business Development Director
Company Secretary
Tax Director
HR Director
Operations Director
Compliance Officer
Risk Manager
Integration Manager
Transaction Manager
Due Diligence Manager
Board Member
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