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Sell And Buy Agreement Template for Austria

An Austrian Sell and Buy Agreement (Kaufvertrag) is a legally binding contract governed by Austrian law, particularly the Austrian Civil Code (ABGB). This document formalizes the transfer of ownership of assets, property, or goods from a seller to a buyer for an agreed consideration. It includes detailed provisions on the purchase price, payment terms, warranties, representations, transfer of title, and risk allocation. The agreement must comply with specific Austrian legal requirements, including form requirements for certain types of transactions (such as notarization for real estate), and may need to address particular Austrian tax and regulatory considerations.

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What is a Sell And Buy Agreement?

The Sell and Buy Agreement (Kaufvertrag) is a fundamental commercial document used in Austrian business and private transactions to document the transfer of ownership of assets, property, or goods. This agreement is essential when parties wish to formalize a sale transaction with clearly defined terms and conditions under Austrian law. It can be used for various types of sales, from simple asset transfers to complex business transactions, and must comply with the Austrian Civil Code (ABGB) and other relevant legislation. The document typically includes detailed provisions on the subject matter of sale, purchase price, payment terms, warranties, representations, and risk transfer. For certain transactions, such as real estate sales, specific formal requirements like notarization must be met. The agreement should be tailored to address particular tax implications, regulatory requirements, and any sector-specific considerations relevant to the transaction.

What sections should be included in a Sell And Buy Agreement?

1. Parties: Identification and details of the seller and buyer, including full legal names, addresses, and registration details if companies

2. Background: Context of the sale and brief description of the transaction

3. Definitions: Definitions of key terms used throughout the agreement

4. Subject Matter of Sale: Detailed description of the items/property being sold

5. Purchase Price: The agreed purchase price, payment terms, and payment method

6. Transfer of Ownership: Terms regarding the transfer of title and risk

7. Closing: Conditions precedent, closing mechanics, and timing

8. Seller's Warranties: Representations and warranties given by the seller

9. Buyer's Warranties: Representations and warranties given by the buyer

10. Liability and Indemnification: Provisions regarding liability and indemnification obligations

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

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

13. Execution: Signature blocks and execution formalities

What sections are optional to include in a Sell And Buy Agreement?

1. Tax Provisions: Detailed tax arrangements, required when specific tax implications need to be addressed

2. Intellectual Property: Required when the sale includes IP rights or licenses

3. Employee Matters: Necessary when the sale involves transfer of employees or employment-related obligations

4. Real Estate Provisions: Required for transactions involving real property, including specific Austrian land registry requirements

5. Financing Provisions: Required when the purchase is subject to financing arrangements

6. Competition Law Compliance: Required for larger transactions that may have competition law implications

7. Insurance: Required when specific insurance arrangements need to be maintained or transferred

8. Confidentiality: Optional but recommended for transactions involving sensitive information

9. Post-Closing Obligations: Required when there are specific obligations that continue after closing

What schedules should be included in a Sell And Buy Agreement?

1. Asset Schedule: Detailed inventory of assets being sold

2. Purchase Price Calculation: Detailed breakdown of the purchase price and any adjustments

3. Disclosed Documents: List of documents provided during due diligence

4. Form of Transfer Documents: Templates of documents required for transfer of ownership

5. Encumbrances: List of any existing encumbrances on the sale items

6. Required Consents: List of third-party consents required for the transaction

7. Warranty Exceptions: Specific exceptions to the warranties given in the agreement

8. Closing Checklist: List of actions and documents required for closing

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

Jurisdiction

Austria

Cost

Free to use

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