The Partnership Interest Purchase Agreement is a crucial document used when transferring ownership interests in partnerships under Austrian law. It is particularly relevant when partners wish to sell their stake in a partnership, when new partners are being introduced, or during business succession planning. The agreement must comply with Austrian legal requirements, including the UGB (Commercial Code) and ABGB (Civil Code), and often requires notarization. The document covers essential elements such as purchase price determination, warranties, liability provisions, and necessary partner consents. It's commonly used in various partnership forms including OG (Offene Gesellschaft) and KG (Kommanditgesellschaft), and must address specific Austrian regulatory requirements, tax implications, and partnership agreement provisions.
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1. Parties: Identification of the seller(s), purchaser(s), and the partnership entity whose interests are being transferred
2. Background: Context of the transaction, description of the partnership, and current ownership structure
3. Definitions: Defined terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including the partnership interest being sold and purchased
5. Purchase Price: Amount, payment terms, and any price adjustment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction
7. Pre-Completion Obligations: Obligations of the parties between signing and completion, including conduct of business requirements
8. Completion: Mechanics of closing the transaction, including deliverables and timing
9. Seller's Warranties: Representations and warranties given by the seller regarding the partnership interest and underlying business
10. Purchaser's Warranties: Basic warranties from the purchaser, including capacity and authority to enter into the transaction
11. Liability and Indemnification: Scope of liability and indemnification obligations of the parties
12. Confidentiality: Obligations regarding confidential information and announcement of the transaction
13. Tax Matters: Tax-related provisions, including allocations and indemnities
14. Notices: Process for formal communications between the parties
15. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes
16. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. Employee Matters: Required if the partnership has employees and employment relationships need to be addressed
2. Intellectual Property: Necessary if the partnership owns significant IP assets that need special treatment
3. Real Estate: Required if the partnership owns or leases significant real estate assets
4. Environmental Matters: Necessary if the partnership operates in environmentally sensitive industries
5. Competition Law Compliance: Required if the transaction meets merger control thresholds
6. Existing Partner Consents: Necessary if other partners' approvals are required for the transfer
7. Bank Financing: Required if the purchase is being financed through bank loans
8. Post-Completion Covenants: Necessary if there are specific obligations that continue after completion
9. Non-Compete Provisions: Required if the seller needs to be restricted from competing post-sale
1. Partnership Interest Details: Detailed description of the partnership interest being transferred
2. Partnership Agreement: Copy of the current partnership agreement
3. Calculation of Purchase Price: Detailed methodology and calculations for the purchase price
4. Completion Deliverables: List of all documents and items to be delivered at completion
5. Warranties: Detailed warranties given by the seller
6. Disclosed Documents: List of documents disclosed against the warranties
7. Property Schedule: Details of real estate owned or leased by the partnership
8. Material Contracts: List and copies of important partnership contracts
9. Required Consents: List of third-party consents required for the transfer
10. Due Diligence Reports: Summary of due diligence findings and reports
Relevant legal definitions
Clauses
Relevant Industries
Professional Services
Real Estate
Manufacturing
Technology
Retail
Healthcare
Construction
Agriculture
Hospitality
Financial Services
Energy
Consulting
Media and Entertainment
Transportation and Logistics
Education
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Business Development
Corporate Secretariat
Treasury
Due Diligence
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Managing Partner
General Counsel
Legal Director
Corporate Lawyer
M&A Manager
Partnership Manager
Business Development Director
Tax Director
Finance Manager
Compliance Officer
Due Diligence Manager
Transaction Manager
Corporate Secretary
Risk Manager
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