The Liability Transfer Agreement is a crucial document used in various business contexts under Austrian law, including corporate restructuring, mergers and acquisitions, and debt reorganizations. It enables one party to transfer its debt obligations to another party, with the creditor's consent. This type of agreement is particularly important when companies are reorganizing their debt structure, during business acquisitions, or in group company reorganizations. The document must comply with Austrian Civil Code requirements, especially regarding debt assumption (Schuld脙录bernahme), and typically includes detailed descriptions of the liabilities being transferred, conditions precedent, and necessary approvals. It's essential to ensure all regulatory and statutory requirements are met, particularly regarding creditor protection and registration requirements where applicable.
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1. Parties: Identification of the transferor, transferee, and original creditor(s)
2. Background: Context of the existing liabilities and reason for the transfer
3. Definitions: Definitions of key terms used throughout the agreement
4. Transfer of Liabilities: Core provision detailing the liabilities being transferred and the legal mechanism of transfer
5. Consideration: Details of any payment or consideration for the transfer
6. Effective Date: Specification of when the transfer becomes effective
7. Representations and Warranties: Statements about the existing liabilities, authority to transfer, and other key facts
8. Creditor Consent: Provisions regarding obtaining necessary creditor consents
9. Further Assurance: Obligations to execute additional documents or take further steps to perfect the transfer
10. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes
1. Security Arrangements: Required when existing security needs to be transferred or new security is being provided
2. Regulatory Approvals: Needed when the transfer requires regulatory consent (e.g., banking or insurance regulators)
3. Tax Provisions: Include when there are specific tax implications that need to be addressed
4. Third Party Rights: Required when the transfer affects rights of parties other than the main contracting parties
5. Step-In Rights: Include when providing for circumstances where original debtor may need to step back in
6. Partial Transfer Provisions: Needed when only certain liabilities are being transferred while others remain
7. Indemnification: Include when specific indemnity arrangements are required beyond standard liability transfer
1. Schedule of Transferred Liabilities: Detailed list and description of all liabilities being transferred
2. Creditor Consents: Copies of all required creditor consents
3. Existing Security Documents: Copies of any security documents related to the transferred liabilities
4. Form of Notice to Creditors: Template for notifying creditors of the transfer
5. Payment Schedule: If applicable, schedule of any payments related to the transfer
6. Related Agreements: Copies of any related agreements referenced in the main agreement
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