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Business Share Purchase Agreement
"I need a Business Share Purchase Agreement under Austrian law for the acquisition of a mid-sized manufacturing company, where the purchase price will be paid in installments with the final payment in March 2025, and we need to include specific warranties about intellectual property rights and environmental compliance."
1. Parties: Identification of the seller(s) and buyer(s), including full legal names, registration details, and addresses
2. Background: Context of the transaction, description of the target company, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including the shares being sold, purchase price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion of the transaction
6. Pre-Completion Obligations: Obligations of the parties between signing and completion, including conduct of business requirements
7. Completion: Mechanics of completion, including timing, location, and actions required
8. Warranties: Seller's warranties regarding the shares, target company, and business
9. Limitations on Liability: Limitations on seller's liability for warranty breaches and claims
10. Tax Matters: Tax-related warranties, indemnities, and obligations
11. Confidentiality: Obligations regarding confidential information and announcements
12. Notices: Process and requirements for giving notices under the agreement
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Price Adjustment: Mechanisms for adjusting the purchase price based on completion accounts or other metrics - used when price is not fixed
2. Non-Competition: Restrictions on seller's competing activities - used when seller could pose competitive threat
3. Employee Matters: Specific provisions regarding employees - used when there are significant employment considerations
4. Intellectual Property: Specific IP-related provisions - used when IP is material to the business
5. Real Estate: Specific provisions regarding property - used when real estate is material to the business
6. Bank Financing: Provisions relating to third-party financing - used when purchase is externally financed
7. Earn-out: Provisions for additional future payments based on performance - used when part of purchase price is contingent
8. Environmental Matters: Environmental warranties and indemnities - used for businesses with environmental risks
1. Details of the Target Company: Corporate information, shareholding structure, and key details of the target company
2. Conditions Precedent: Detailed list of all conditions precedent to completion
3. Warranties: Full set of seller's warranties
4. Disclosed Documents: List of documents disclosed against the warranties
5. Properties: Details of real estate owned or leased by the target company
6. Intellectual Property: Details of IP owned or licensed by the target company
7. Material Contracts: List and details of key contracts
8. Employees: Information about employees and their terms of employment
9. Completion Actions: Detailed list of actions required at completion
10. Form of Resignation Letters: Template resignation letters for outgoing directors
11. Data Room Index: Index of documents provided in due diligence
12. Completion Accounts Principles: Accounting principles for preparation of completion accounts
Authors
Manufacturing
Technology
Real Estate
Retail
Healthcare
Financial Services
Professional Services
Energy
Infrastructure
Telecommunications
Media
Transportation
Construction
Agriculture
Hospitality
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Treasury
Strategy
Business Development
Executive Leadership
Company Secretariat
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Lawyer
M&A Lawyer
Finance Director
Investment Manager
Business Development Director
Company Secretary
Tax Director
Risk Manager
Compliance Officer
Corporate Development Manager
Investment Banker
Transaction Advisory Partner
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