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A Note Purchase Agreement is essential for any debt financing transaction where an entity issues notes to raise capital from investors. This document is particularly relevant in the Austrian market and must comply with Austrian civil law, securities regulations, and EU directives. The agreement outlines the complete transaction structure, including purchase price, interest rates, payment terms, and maturity dates. It's commonly used for private placements, corporate bonds, and structured finance transactions in Austria. The document includes crucial protections for both issuers and investors, incorporating specific Austrian legal requirements regarding securities trading, capital markets, and financial instruments. Key considerations include prospectus requirements under the KMG, investment services regulations under WAG 2018, and general contract law principles under the ABGB.

1. Parties: Identification of the Note issuer/seller and purchaser(s), including full legal names and addresses

2. Background: Context of the note issuance, purpose of the financing, and relationship between the parties

3. Definitions: Key terms used throughout the agreement, including financial terms, dates, and technical definitions

4. Purchase and Sale of Notes: Core transaction terms including purchase price, number of notes, and denomination

5. Closing Conditions: Prerequisites that must be satisfied before the purchase is completed

6. Representations and Warranties of the Issuer: Issuer's statements about its legal status, authority, and financial condition

7. Representations and Warranties of the Purchaser: Purchaser's statements about its legal status, authority, and investment capacity

8. Covenants: Ongoing obligations of the parties, particularly the issuer's obligations regarding financial maintenance and reporting

9. Events of Default: Circumstances that constitute default and trigger remedies

10. Remedies: Rights and actions available to parties in case of default or breach

11. Transfer Restrictions: Limitations on the ability to transfer or sell the notes

12. Notices: Process and requirements for formal communications between parties

13. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes

14. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments