The Business Sale Contract is a crucial document used in Austrian business transactions when transferring ownership of a business from one party to another. It can be structured either as an asset deal or a share deal, depending on the transaction structure. This document is essential for compliance with Austrian commercial law (UGB), civil code (ABGB), and various regulatory requirements including employment protection, tax regulations, and competition law. The contract typically includes detailed provisions about the business being sold, purchase price mechanisms, warranties, indemnities, and post-completion obligations. It's particularly important in ensuring a smooth transition of ownership while protecting both parties' interests and managing legal and commercial risks associated with the transaction.
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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: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including what is being sold and purchased
5. Purchase Price: Detailed price structure, payment terms, and any adjustments
6. Completion: Closing mechanics, timing, and deliverables
7. Seller's Warranties: Warranties regarding the business, assets, and liabilities
8. Seller's Limitations of Liability: Limitations on seller's liability under the warranties
9. Purchaser's Warranties: Basic warranties from the purchaser, including capacity to purchase
10. Employee Matters: Treatment of employees and related liabilities post-completion
11. Tax Matters: Tax provisions, allocations, and indemnities
12. Confidentiality: Confidentiality obligations regarding the transaction and business information
13. Post-Completion Obligations: Ongoing obligations after completion
14. Governing Law and Jurisdiction: Austrian law as governing law and jurisdiction provisions
1. Real Estate: Required if the business owns real estate assets - covers property transfer specifics
2. Intellectual Property: Required if significant IP assets are involved in the sale
3. Non-Competition: Required if seller needs to be restricted from competing post-sale
4. Environmental Matters: Required for businesses with environmental risks or compliance requirements
5. Data Protection: Required if significant personal data processing is involved
6. Earn-out Provisions: Required if part of purchase price is contingent on future performance
7. Bank Financing: Required if purchase is dependent on bank financing
8. Transitional Services: Required if seller will provide services post-completion
1. Business Description: Detailed description of the business being sold
2. Assets Schedule: Comprehensive list of assets included in the sale
3. Excluded Assets: List of assets explicitly excluded from the sale
4. Properties: Details of any real estate included in the sale
5. Intellectual Property Rights: List of all IP rights included in the sale
6. Employee Information: List of employees and their key employment terms
7. Material Contracts: List of important business contracts being transferred
8. Completion Deliverables: List of documents to be delivered at completion
9. Warranties: Detailed warranties schedule
10. Permitted Encumbrances: List of permitted liens and encumbrances
11. Data Room Index: Index of due diligence materials provided
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