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Business Asset Purchase Agreement for Austria

Business Asset Purchase Agreement Template for Austria

A comprehensive legal agreement governed by Austrian law that documents the sale and purchase of business assets between two or more parties. This agreement is structured according to Austrian civil and commercial law requirements, particularly the ABGB and UGB, and details the terms and conditions of the asset transfer, including purchase price, warranties, and completion mechanics. It addresses crucial aspects such as asset identification, valuation, transfer procedures, employee matters (under AVRAG if applicable), and tax implications under Austrian tax law, while ensuring compliance with local regulatory requirements and business transfer regulations.

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What is a Business Asset Purchase Agreement?

The Business Asset Purchase Agreement is a fundamental document used in Austrian business transactions when one entity wishes to acquire specific assets of another entity without purchasing the entire company. This agreement is particularly relevant under Austrian law when parties prefer asset deals over share deals, typically to select specific assets and liabilities rather than acquiring an entire legal entity. The document must comply with Austrian legal requirements, including the ABGB (Austrian Civil Code), UGB (Commercial Code), and various tax regulations. It is commonly used in business restructurings, partial business acquisitions, or when buyers wish to avoid inheriting certain company liabilities. The agreement covers crucial elements such as asset identification, purchase price, transfer mechanics, warranties, and specific Austrian legal requirements regarding asset transfers, employee rights, and tax implications.

What sections should be included in a Business Asset Purchase Agreement?

1. Parties: Identification and details of the seller and purchaser, including registration numbers and addresses

2. Background: Context of the transaction, brief description of the business and assets being sold

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including the assets being sold and excluded assets

5. Purchase Price: Details of the purchase price, payment terms, and any adjustments

6. Conditions Precedent: Any conditions that must be satisfied before completion

7. Pre-Completion Obligations: Obligations of both parties between signing and completion

8. Completion: Process and requirements for closing the transaction

9. Seller's Warranties: Warranties regarding the business, assets, and seller's capacity

10. Purchaser's Warranties: Warranties regarding the purchaser's capacity and authority

11. Liability and Indemnification: Scope of liability and indemnification obligations

12. Confidentiality: Obligations regarding confidential information

13. Announcements: Requirements for public announcements about the transaction

14. Further Assurance: Obligations to take additional steps to give effect to the agreement

15. Governing Law and Jurisdiction: Specification of Austrian law and jurisdiction

16. Notices: Process for giving formal notices under the agreement

17. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

What sections are optional to include in a Business Asset Purchase Agreement?

1. Employee Matters: Required when employees are being transferred with the business, addressing AVRAG requirements

2. Intellectual Property Rights: Required when significant IP assets are part of the transaction

3. Real Property: Required when real estate assets are included in the sale

4. Environmental Matters: Required when the business involves environmental risks or permits

5. Data Protection: Required when personal data processing is a significant aspect of the business

6. Competition Restrictions: Required when non-compete provisions are needed

7. Transition Services: Required when the seller will provide post-completion services

8. Tax Matters: Required when specific tax arrangements or indemnities are needed

9. Debt and Encumbrances: Required when there are significant liabilities or security interests to address

What schedules should be included in a Business Asset Purchase Agreement?

1. Schedule 1 - Assets: Detailed list and description of all assets being transferred

2. Schedule 2 - Excluded Assets: List of assets explicitly excluded from the transaction

3. Schedule 3 - Properties: Details of any real estate included in the sale

4. Schedule 4 - Intellectual Property: List of all IP rights being transferred

5. Schedule 5 - Employees: List of transferring employees and their key employment terms

6. Schedule 6 - Material Contracts: List of key contracts being transferred

7. Schedule 7 - Warranties: Detailed seller's warranties

8. Schedule 8 - Completion Deliverables: List of documents and items to be delivered at completion

9. Schedule 9 - Permitted Encumbrances: List of permitted liens and encumbrances on the assets

10. Appendix A - Form of Transfer Instruments: Templates for specific asset transfer documents

11. Appendix B - Completion Agenda: Detailed steps for the completion process

Authors

Alex Denne

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

Jurisdiction

Austria

Publisher

Ƶ

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions


























































Clauses






































Relevant Industries

Manufacturing

Retail

Technology

Professional Services

Healthcare

Real Estate

Hospitality

Industrial

Energy

Transportation

Construction

Agriculture

Financial Services

Media and Entertainment

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Human Resources

Operations

Strategy

Due Diligence

Integration

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Lawyer

Finance Director

Business Development Manager

Mergers & Acquisitions Manager

Tax Manager

Risk Manager

Compliance Officer

Operations Director

Human Resources Director

Company Secretary

Investment Manager

Due Diligence Specialist

Integration Manager

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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