The Business Asset Transfer Agreement is a crucial document used in Austrian business transactions when one entity wishes to transfer specific business assets to another entity without transferring the entire corporate structure. This agreement is particularly relevant under Austrian law, which provides specific requirements through the ABGB (Civil Code), UGB (Commercial Code), and various other regulations regarding asset transfers, employee rights (AVRAG), and tax implications (UmgrStG). The document is commonly used in business restructuring, partial business sales, or strategic acquisitions where the buyer prefers to cherry-pick specific assets rather than acquire entire corporate entities. It must carefully address Austrian-specific legal requirements regarding asset transfer, employee protection, tax implications, and regulatory compliance while providing clear mechanisms for the transfer process.
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1. Parties: Identification of the transferor and transferee, including full legal names and registration details
2. Background: Context of the transaction, description of the business and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including what is being transferred and excluded
5. Purchase Price: Amount, payment terms, adjustments, and payment mechanics
6. Conditions Precedent: Any conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of both parties between signing and completion
8. Completion: Mechanics of completion, including timing, location, and deliverables
9. Warranties: Seller's warranties regarding the business assets and general matters
10. Tax Matters: Tax obligations, allocations, and indemnities
11. Confidentiality: Obligations regarding confidential information and announcements
12. Post-Completion Obligations: Ongoing obligations after completion including transition assistance
13. Governing Law and Jurisdiction: Confirmation of Austrian law and jurisdiction arrangements
14. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Employee Provisions: Required if employees are being transferred - covers TUPE equivalent provisions under AVRAG
2. Real Estate: Required if real estate assets are being transferred - covers property transfer specifics
3. Intellectual Property: Required if significant IP assets are being transferred
4. Data Protection: Required if significant personal data is being transferred
5. Environmental Matters: Required if the business has significant environmental aspects or risks
6. Competition Clearance: Required if the transaction requires merger control approval
7. Pensions: Required if pension schemes are being transferred
8. Transitional Services: Required if the seller will provide services to the buyer post-completion
1. Assets Schedule: Detailed list of all assets being transferred
2. Excluded Assets Schedule: List of assets explicitly excluded from the transfer
3. Contracts Schedule: List of contracts being transferred
4. Employees Schedule: List of transferring employees and their key terms
5. Properties Schedule: Details of any real estate being transferred
6. Intellectual Property Schedule: Details of IP rights being transferred
7. Warranties Schedule: Detailed warranties given by the seller
8. Completion Obligations Schedule: Detailed list of completion deliverables
9. Form of Transfer Documents: Templates of specific transfer documents required
10. Purchase Price Adjustment Schedule: Detailed mechanics for any price adjustments
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