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1. Parties: Identification and details of the contracting parties (Seller and Purchaser)
2. Background: Context of the transaction and brief description of the subject matter
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Subject Matter of Purchase: Detailed description of the assets/property being purchased
5. Purchase Price and Payment Terms: Amount, currency, payment schedule, and payment mechanics
6. Conditions Precedent: Specific conditions that must be fulfilled before the purchase becomes binding
7. Closing Mechanics: Process and requirements for completing the transaction once conditions are met
8. Seller's Representations and Warranties: Statements of fact and assurances given by the seller
9. Purchaser's Representations and Warranties: Statements of fact and assurances given by the purchaser
10. Pre-Closing Obligations: Parties' obligations between signing and closing
11. Risk and Transfer of Title: When and how risk and ownership transfer to the purchaser
12. Termination: Circumstances under which the agreement can be terminated
13. Notices: How formal communications between parties should be made
14. Governing Law and Jurisdiction: Confirmation of Austrian law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including severability, entire agreement, amendments
1. Financing Provisions: Include when purchase is subject to financing arrangements
2. Regulatory Approvals: Include when transaction requires governmental or regulatory approvals
3. Tax Provisions: Include when specific tax arrangements or allocations need to be addressed
4. Employee Matters: Include when purchase involves transfer of employees
5. Intellectual Property Rights: Include when IP assets are part of the purchase
6. Environmental Matters: Include when environmental liabilities or compliance is relevant
7. Non-Competition: Include when seller needs to be restricted from competing
8. Transitional Services: Include when seller will provide post-closing services
9. Break Fee: Include when parties agree to compensation if deal fails under specific circumstances
1. Schedule 1 - Description of Purchase Object: Detailed technical or legal description of assets/property being purchased
2. Schedule 2 - Purchase Price Calculation: Detailed breakdown of purchase price components and adjustments
3. Schedule 3 - Conditions Precedent: Detailed list of all conditions that must be satisfied
4. Schedule 4 - Closing Deliverables: List of documents and items to be delivered at closing
5. Schedule 5 - Seller's Warranties: Detailed warranties given by seller
6. Schedule 6 - Disclosed Matters: List of disclosures against warranties
7. Appendix A - Form of Transfer Deed: Template for formal transfer document if required
8. Appendix B - Form of Closing Certificate: Template for confirming conditions precedent are met
Real Estate
Manufacturing
Technology
Retail
Agriculture
Energy
Healthcare
Professional Services
Industrial
Construction
Automotive
Financial Services
Telecommunications
Legal
Finance
Procurement
Business Development
Mergers & Acquisitions
Risk Management
Compliance
Corporate Development
Real Estate
Commercial Operations
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Lawyer
Commercial Director
Business Development Manager
Procurement Manager
Investment Manager
Real Estate Manager
Mergers & Acquisitions Director
Risk Manager
Compliance Officer
Contract Manager
Property Manager
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