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Disclosure Letter Template for Austria

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Key Requirements PROMPT example:

Disclosure Letter

"I need a Disclosure Letter under Austrian law for a technology company sale, with particular focus on IP rights and data protection disclosures, to accompany a Share Purchase Agreement scheduled for closing in March 2025."

Document background
The Disclosure Letter is a vital component of corporate transactions under Austrian law, serving as a risk allocation mechanism between parties. It is typically used alongside a main transaction document such as a Share Purchase Agreement or Asset Purchase Agreement. The document allows the seller to make detailed disclosures that qualify the warranties given in the main agreement, potentially protecting them from future warranty claims. The letter must comply with Austrian legal requirements, including provisions of the ABGB and UGB, and should be drafted with consideration of both Austrian case law and EU regulations. A Disclosure Letter typically includes both general disclosures (such as matters of public record or information in the data room) and specific disclosures against individual warranties, with supporting documentation often attached in schedules.
Suggested Sections

1. Date and Addressee Details: Formal letter heading including date and full details of the addressee (typically the buyer)

2. Reference to Main Agreement: Clear identification of the main agreement (e.g., SPA) to which the disclosure letter relates, including its date and parties

3. Purpose and Effect: Statement explaining the purpose of the letter and its effect on the warranties in the main agreement

4. General Disclosures: Standard disclosures that apply to multiple warranties, including publicly available information and matters disclosed in due diligence

5. Interpretation and Definitions: Key terms used in the letter and how information should be interpreted

6. Signing Block: Formal closing of letter with signature blocks for authorized representatives

Optional Sections

1. Fair Disclosure Statement: Optional section stating that disclosures are considered fairly disclosed - include when specifically negotiated with the buyer

2. Supplemental Disclosures: Section for additional disclosures made after signing but before closing - include in transactions with a split signing and closing

3. Buyer Acknowledgment: Section for buyer to countersign acknowledging receipt - include when formal acknowledgment is required

4. Time Limitations: Section specifying any time limitations on disclosures - include when relevant to specific warranties or time-sensitive information

Suggested Schedules

1. Schedule 1 - General Disclosures: Detailed list of general disclosures that apply across multiple warranties

2. Schedule 2 - Specific Warranty Disclosures: Organized list of specific disclosures against individual warranties, typically following the warranty numbering in the main agreement

3. Schedule 3 - Data Room Index: Index of all documents in the data room that are deemed to be disclosed

4. Schedule 4 - Disclosed Documents: Copies or list of key documents specifically disclosed outside the data room

5. Appendix A - Supporting Documents: Copies of specific documents referenced in the disclosures that are crucial for understanding the exceptions

6. Appendix B - Disclosure Bundle: Complete set of documents specifically referenced in the disclosure letter

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

Legal Services

Banking & Finance

Manufacturing

Technology

Real Estate

Healthcare

Retail

Energy

Transportation

Professional Services

Telecommunications

Construction

Agriculture

Mining

Hospitality

Relevant Teams

Legal

Corporate Development

Mergers & Acquisitions

Finance

Compliance

Risk Management

Executive Leadership

Corporate Secretariat

Due Diligence

Business Development

Relevant Roles

General Counsel

Legal Director

Corporate Lawyer

M&A Lawyer

Chief Legal Officer

Legal Counsel

Company Secretary

Chief Executive Officer

Chief Financial Officer

Director of Corporate Development

Risk Manager

Compliance Officer

Transaction Manager

Due Diligence Manager

Corporate Development 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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