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Buy Out Agreement for Austria

Buy Out Agreement Template for Austria

A comprehensive legal agreement governed by Austrian law that documents the terms and conditions of a business acquisition or buyout transaction. The agreement details the transfer of ownership of a business entity, including the purchase price, payment terms, warranties, representations, and post-completion obligations. It incorporates specific requirements under Austrian corporate law, commercial code (UGB), and relevant tax regulations. The document addresses key aspects such as conditions precedent, completion mechanics, liability limitations, and various operational considerations specific to Austrian business transfers.

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What is a Buy Out Agreement?

A Buy Out Agreement is a crucial document used in Austrian business acquisitions when one party wishes to purchase and take control of a business entity from its current owner(s). This agreement, governed by Austrian law, particularly the UGB (Commercial Code) and Corporate Law, serves as the primary transaction document outlining all aspects of the business transfer. It includes detailed provisions on purchase price, payment mechanisms, warranties, representations, and post-completion obligations. The document is essential for ensuring compliance with Austrian regulatory requirements, protecting both parties' interests, and providing a clear framework for the transaction's execution. The agreement typically incorporates specific Austrian legal requirements regarding share transfers, employee rights, tax implications, and competition law considerations.

What sections should be included in a Buy Out Agreement?

1. Parties: Identification of the seller(s), buyer(s), and the target company, including their full legal names and addresses

2. Background: Context of the transaction, current ownership structure, and purpose of the agreement

3. Definitions: Defined terms used throughout the agreement, ensuring consistent interpretation

4. Sale and Purchase: Core transaction terms including the assets or shares being transferred

5. Purchase Price: Details of the consideration, payment terms, and any price adjustment mechanisms

6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction

7. Completion: Process and requirements for closing the transaction

8. Seller's Warranties: Representations and warranties regarding the business, assets, and liabilities

9. Buyer's Warranties: Representations and warranties from the buyer, including authority to enter into the transaction

10. Limitations on Liability: Scope and limitations of the parties' liability under the agreement

11. Confidentiality: Obligations regarding confidential information and announcement restrictions

12. Post-Completion Obligations: Ongoing obligations after completion, including transitional arrangements

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

14. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement provisions

What sections are optional to include in a Buy Out Agreement?

1. Non-Compete Provisions: Restrictions on seller's future business activities, used when protecting business value is crucial

2. Employee Matters: Specific provisions regarding employees, used when staff transfers are involved

3. Intellectual Property Rights: Detailed IP provisions, used when IP assets are significant to the business

4. Real Estate: Specific provisions for property transfers, used when real estate is a significant asset

5. Environmental Matters: Environmental warranties and indemnities, used for businesses with environmental risks

6. Bank Financing: Provisions related to external financing, used when the purchase involves bank funding

7. Earn-out Provisions: Performance-based additional payments, used when part of purchase price is contingent on future performance

8. Tax Covenant: Specific tax-related warranties and indemnities, used for complex tax situations

What schedules should be included in a Buy Out Agreement?

1. Share Capital Structure: Details of the company's share capital and ownership structure

2. Properties: List and details of all real estate owned or leased by the company

3. Material Contracts: List of significant commercial contracts affecting the business

4. Intellectual Property: Schedule of all IP rights owned or licensed by the company

5. Employee Information: Details of employees, including key terms of employment

6. Financial Statements: Recent financial statements and management accounts

7. Bank Accounts: Details of all bank accounts and banking arrangements

8. Disclosed Matters: Information disclosed against the warranties

9. Completion Deliverables: List of documents and actions required at completion

10. Form of Resignation Letters: Template resignation letters for outgoing directors

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Austria

Publisher

Genie AI

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions













































Clauses







































Relevant Industries

Manufacturing

Technology

Retail

Professional Services

Financial Services

Real Estate

Healthcare

Energy

Transportation

Construction

Hospitality

Media and Entertainment

Agriculture

Mining and Resources

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Executive Leadership

Business Development

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Managing Director

Finance Director

Business Development Manager

Investment Manager

Private Equity Manager

Merger & Acquisition Specialist

Company Secretary

Tax Director

Risk Manager

Compliance Officer

Corporate Development Director

Industries









Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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