The Business Purchase Agreement is a crucial document used in Austrian business acquisitions when one entity wishes to purchase another entity's business operations or assets. This comprehensive agreement, governed by Austrian law, particularly the ABGB and UGB, sets out the complete transaction framework including price, payment terms, warranties, and both pre- and post-completion obligations. It's essential for ensuring compliance with Austrian regulatory requirements, including employee transfer regulations under AVRAG, competition law considerations under KartG, and tax implications under various tax acts. The document is typically prepared following detailed due diligence and often involves complex negotiations between parties. It serves as the primary transaction document and should be tailored to address specific aspects of the business being transferred, including any special regulatory requirements for the particular industry sector.
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1. Parties: Identification of the seller(s) and buyer(s) with full legal details
2. Background: Context of the transaction and brief description of the business being sold
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Sale and Purchase: Core transaction terms including what is being sold and purchased
5. Purchase Price: Amount, payment terms, adjustments, and payment mechanics
6. Conditions Precedent: Conditions that must be met before completion of the sale
7. Pre-Completion Obligations: Parties' obligations between signing and completion
8. Completion: Process and requirements for closing the transaction
9. Warranties: Seller's representations about the business, assets, and liabilities
10. Limitations on Liability: Restrictions on warranty claims and general liability caps
11. Post-Completion Obligations: Ongoing obligations after completion including transition arrangements
12. Confidentiality: Protection of sensitive information related to the transaction and business
13. Employees: Treatment of employees and related obligations under AVRAG
14. Tax Matters: Tax-related provisions and allocations of tax liabilities
15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.
1. Real Estate: Required if the business includes property assets, addressing transfer requirements and GrEStG implications
2. Intellectual Property: Required if significant IP assets are involved in the transfer
3. Environmental Matters: Required if the business has potential environmental liabilities or compliance requirements
4. Competition Compliance: Required if the transaction meets Austrian merger control thresholds
5. Pensions: Required if the business has pension schemes or obligations
6. Bank Guarantees: Required if payment terms include bank guarantees or similar security
7. Earn-out Provisions: Required if part of the purchase price is contingent on future performance
8. Non-Compete Provisions: Required if seller restrictions are needed post-completion
1. Business Assets Schedule: Detailed list of all assets included in the sale
2. Excluded Assets Schedule: List of assets specifically excluded from the sale
3. Properties Schedule: Details of any real estate included in the sale
4. Intellectual Property Schedule: List of all IP rights being transferred
5. Employee Information Schedule: Details of all employees and their terms of employment
6. Material Contracts Schedule: List and details of key business contracts
7. Warranties Schedule: Detailed warranties given by the seller
8. Tax Indemnity Schedule: Specific tax-related indemnities and provisions
9. Completion Requirements Schedule: Detailed list of completion deliverables and actions
10. Data Room Index: List of all due diligence documents provided
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Retail
Technology
Professional Services
Construction
Healthcare
Hospitality
Real Estate
Financial Services
Transportation
Energy
Agriculture
Media and Entertainment
Telecommunications
Industrial Services
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Human Resources
Operations
Compliance
Risk Management
Corporate Secretariat
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Finance Director
Managing Director
Business Development Manager
Mergers & Acquisitions Manager
Due Diligence Specialist
Tax Director
HR Director
Operations Director
Company Secretary
Risk Manager
Compliance Officer
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