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Business Sale Agreement Template for Austria

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Key Requirements PROMPT example:

Business Sale Agreement

"I need a Business Sale Agreement for the sale of my manufacturing company based in Vienna, structured as a share deal with completion planned for March 2025, including specific provisions for intellectual property rights and manufacturing permits transfer."

Document background
The Business Sale Agreement is a crucial document used in Austrian business transactions for transferring ownership of a business from one party to another. It serves as the primary legal instrument documenting the terms and conditions of the sale, whether structured as an asset or share deal. The agreement must comply with Austrian legal requirements, including the UGB (Commercial Code), ABGB (Civil Code), and relevant EU regulations. It typically includes detailed provisions on purchase price, payment terms, warranties, indemnities, employee transfers under Austrian labor law, and tax considerations. The document is essential for both domestic and cross-border transactions involving Austrian businesses and requires careful consideration of local regulatory requirements, including merger control regulations and commercial register procedures.
Suggested Sections

1. Parties: Identification of the seller and purchaser with full legal details as registered in the Austrian Commercial Register

2. Background: Context of the transaction, including 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 or shares) and the basis of sale

5. Purchase Price: Amount, payment terms, adjustments, and payment mechanics including any escrow arrangements

6. Conditions Precedent: Prerequisites for completion, including regulatory approvals and third-party consents

7. Pre-Completion Obligations: Parties' obligations between signing and completion, including business conduct requirements

8. Completion: Mechanics of closing, including timing, location, and actions required

9. Warranties: Seller's warranties regarding the business, including corporate, financial, and operational matters

10. Limitations on Liability: Restrictions on warranty claims and general liability limitations

11. Tax Matters: Tax covenants, indemnities, and procedures for handling tax affairs

12. Employee Matters: Treatment of employees, including TUPE provisions and employee liabilities

13. Confidentiality: Obligations regarding transaction and business confidentiality

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 entire agreement

Optional Sections

1. Real Estate: Required when business premises are owned rather than leased, covering property transfer specifics

2. Intellectual Property: Detailed provisions for IP transfer when the business has significant IP assets

3. Environmental Matters: Required for businesses with environmental risks or compliance obligations

4. Data Protection: Enhanced GDPR compliance section for businesses processing significant personal data

5. Pension Schemes: Required when transferring business with pension obligations

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

7. Bank Financing: Required when purchase is dependent on third-party financing

8. Transitional Services: Include when seller will provide post-completion services to buyer

Suggested Schedules

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 all real estate owned or leased by the business

4. Intellectual Property Schedule: List of all IP rights owned or licensed by the business

5. Employee Schedule: List of all employees with key terms of employment

6. Material Contracts Schedule: Summary of all important business contracts

7. Completion Requirements: Detailed list of documents and actions required at completion

8. Warranties Schedule: Full set of warranties given by the seller

9. Disclosure Schedule: Seller's disclosures against the warranties

10. Purchase Price Adjustment Mechanism: Detailed methodology for any price adjustments

11. Tax Covenant: Detailed tax indemnity and procedural provisions

12. Form of Transfer Documents: Templates for various transfer instruments required under Austrian law

Authors

Alex Denne

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

Relevant legal definitions













































































Clauses








































Relevant Industries

Manufacturing

Retail

Technology

Professional Services

Healthcare

Real Estate

Construction

Hospitality

Financial Services

Energy

Transportation

Agriculture

Media and Entertainment

Telecommunications

Consumer Goods

Industrial Services

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Operations

Human Resources

Strategy

Commercial

Treasury

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Managing Director

Corporate Development Director

Head of Mergers & Acquisitions

Finance Director

Legal Director

Tax Director

Integration Manager

Business Development Manager

Commercial Director

Risk Manager

Compliance Officer

Company Secretary

Operations Director

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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