The Business Sale Agreement is a crucial legal instrument used in Austrian commercial transactions for transferring ownership of a business entity. This document is essential when a business owner wishes to sell their enterprise, whether it's a sole proprietorship, partnership, or company. The agreement must comply with Austrian legislative requirements, including the ABGB (Civil Code) and UGB (Commercial Code), while addressing specific aspects such as employee rights under AVRAG, tax implications under UmgrStG, and data protection under DSG. The Business Sale Agreement typically includes detailed provisions about the transfer of assets, assumption of liabilities, employee transitions, intellectual property rights, and ongoing obligations. It serves as the primary document governing the entire transaction process, from initial terms through to completion and post-completion obligations.
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1. Parties: Identification of the seller and purchaser with full legal names and addresses
2. Background: Context of the sale, brief description of the business, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core terms of the transaction including what is being sold and purchased
5. Purchase Price: Details of the purchase price, payment terms, and any adjustments
6. Completion: Timing and mechanics of the completion of the sale
7. Seller's Warranties: Warranties given by the seller regarding the business
8. Purchaser's Warranties: Warranties given by the purchaser regarding their ability to complete the purchase
9. Pre-Completion Obligations: Obligations of both parties between signing and completion
10. Post-Completion Obligations: Obligations of both parties after completion
11. Employees: Treatment of employees and transfer of employment contracts
12. Confidentiality: Confidentiality obligations of all parties
13. Governing Law and Jurisdiction: Confirmation of Austrian law as governing law and jurisdiction for disputes
14. Execution: Signature blocks and execution formalities
1. Intellectual Property: Required when the business has significant IP assets that need special treatment
2. Real Estate: Required when the business owns or leases significant real estate assets
3. Environmental Matters: Required for businesses with environmental risks or compliance obligations
4. Data Protection: Required when the business processes significant personal data
5. Competition Restrictions: Required when including non-compete or non-solicitation provisions
6. Earn-out Provisions: Required when part of the purchase price is contingent on future performance
7. Tax Covenant: Required when specific tax arrangements or indemnities are needed
8. Pensions: Required when the business has pension schemes or obligations
9. Transition Services: Required when the seller will provide services post-completion
1. Schedule 1 - Business Assets: Detailed list of all assets included in the sale
2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3 - Properties: Details of all owned and leased properties
4. Schedule 4 - Intellectual Property Rights: List of all IP rights owned or licensed by the business
5. Schedule 5 - Employee Information: Details of all employees, their terms and conditions
6. Schedule 6 - Material Contracts: List and copies of all material business contracts
7. Schedule 7 - Warranties: Detailed warranties given by the seller
8. Schedule 8 - Completion Obligations: Detailed list of actions required at completion
9. Schedule 9 - Permitted Encumbrances: List of permitted encumbrances on assets
10. Appendix A - Completion Accounts: Pro forma completion accounts and adjustment mechanisms
Relevant legal definitions
Clauses
Relevant Industries
Retail
Manufacturing
Professional Services
Technology
Hospitality
Construction
Healthcare
Real Estate
Agriculture
Transport and Logistics
Entertainment
Education
Financial Services
Energy
Telecommunications
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Human Resources
Operations
Compliance
Tax
Due Diligence
Executive Leadership
Business Development
Corporate Secretariat
Relevant Roles
CEO
Managing Director
Business Owner
Corporate Lawyer
Legal Counsel
Chief Financial Officer
Finance Director
Business Development Manager
Mergers & Acquisitions Manager
Company Secretary
Commercial Director
Operations Director
Tax Manager
Human Resources Director
Compliance Officer
Due Diligence Specialist
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