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The Company Purchase Agreement is a fundamental transaction document used in Austrian corporate acquisitions to formalize the purchase and sale of a business entity. It serves as the primary contract governing the transfer of ownership, whether structured as a share deal or asset deal, and must comply with Austrian corporate law requirements. This document is essential for any business acquisition in Austria, incorporating local legal requirements such as form requirements for share transfers, merger control regulations, and employment law considerations under AVRAG. The agreement typically results from extensive negotiations and due diligence, containing detailed provisions on purchase price mechanisms, representations and warranties, conditions precedent, and post-closing obligations. It requires careful consideration of Austrian-specific legal frameworks including the ABGB, UGB, and relevant regulatory requirements.

1. Parties: Identification of the seller(s) and buyer(s), including full legal names, registration numbers, and addresses

2. Background: Context of the transaction, description of the target company, 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 sold (shares/assets) and binding effect

5. Purchase Price: Purchase price, payment terms, adjustments, earn-outs, and calculation methods

6. Conditions Precedent: Conditions that must be met before closing, including regulatory approvals

7. Pre-Closing Obligations: Parties' obligations between signing and closing, including conduct of business requirements

8. Closing: Closing mechanics, deliverables, and timing

9. Seller's Warranties: Representations and warranties regarding the company, its business, and assets

10. Buyer's Warranties: Basic representations from the buyer regarding capacity and authority

11. Liability and Indemnification: Scope of liability, limitations, and indemnification procedures

12. Post-Closing Covenants: Ongoing obligations after closing, including non-compete and confidentiality

13. Tax Matters: Tax representations, indemnities, and allocation of tax liabilities

14. Confidentiality: Confidentiality obligations and permitted disclosures

15. Announcements: Rules for public announcements about the transaction

16. Notices: Format and delivery requirements for formal notices

17. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and entire agreement