The Entity Purchase Buy Sell Agreement is a crucial document used in business acquisitions and sales under Austrian law. It is typically employed when one party wishes to acquire full ownership or a controlling interest in another business entity, whether a GmbH (limited liability company), AG (stock corporation), or other corporate form. The agreement must comply with Austrian corporate law requirements, including the Austrian Commercial Code (UGB) and specific corporate legislation. This comprehensive document covers everything from initial purchase terms to post-closing obligations, incorporating necessary provisions for regulatory approvals, employee transfers, and tax considerations. The agreement is particularly important as it serves as the definitive record of the transaction terms and provides legal protection for both buyer and seller through detailed warranties, representations, and indemnities.
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1. Parties: Identification of buyer, seller, and any guarantors with full legal names and addresses
2. Background: Context of the transaction, description of the target entity, and purpose of the agreement
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including what is being sold and purchased
5. Purchase Price: Price, payment terms, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before closing
7. Pre-Closing Obligations: Parties' obligations between signing and closing, including conduct of business
8. Closing: Closing mechanics, deliverables, and timing
9. Seller's Warranties: Representations and warranties regarding the target entity
10. Buyer's Warranties: Representations and warranties from the buyer
11. Limitations of Liability: Scope and limitations of warranties and indemnities
12. Tax Matters: Tax-related representations, indemnities, and obligations
13. Confidentiality: Confidentiality obligations and permitted disclosures
14. Announcements: Rules for public announcements about the transaction
15. Notices: Process for formal communications between parties
16. Governing Law and Jurisdiction: Austrian law as governing law and jurisdiction provisions
17. General Provisions: Standard boilerplate provisions including severability, entire agreement, etc.
1. Earn-out Provisions: Used when part of purchase price is contingent on future performance
2. Employee Matters: Detailed provisions about treatment of employees when this is a key transaction aspect
3. Intellectual Property: Specific IP provisions when IP is a significant asset
4. Real Estate: Specific provisions for real estate owned by target entity
5. Environmental Matters: Required for entities with significant environmental exposure
6. Competition Law Compliance: Detailed provisions when transaction requires merger control approval
7. Transitional Services: When seller will provide services post-closing
8. Foreign Investment Approval: Required when transaction involves foreign investors requiring approval
9. Bank Financing: When purchase is contingent on bank financing
10. Post-Closing Covenants: Specific obligations after closing, including non-compete provisions
1. Details of Target Entity: Corporate information, shareholding structure, subsidiaries
2. Properties: List and details of real estate owned or leased
3. Material Contracts: List and summaries of key contracts
4. Intellectual Property: List of IP rights owned or licensed
5. Employees: List of employees and key employment terms
6. Disclosed Matters: Disclosures against warranties
7. Closing Deliverables: Detailed list of documents required at closing
8. Data Room Index: Index of due diligence materials provided
9. Purchase Price Adjustment Mechanism: Detailed calculation methods for price adjustments
10. Form of Transfer Documents: Templates for share transfer or other closing documents
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Technology
Real Estate
Financial Services
Professional Services
Healthcare
Retail
Energy
Construction
Transportation
Hospitality
Media and Entertainment
Telecommunications
Agriculture
Education
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Human Resources
Compliance
Risk Management
Treasury
Corporate Governance
Strategic Planning
Operations
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
Mergers & Acquisitions Director
Financial Controller
Legal Counsel
Transaction Manager
Due Diligence Manager
Integration Manager
Risk Manager
Compliance Officer
Tax Director
Human Resources Director
Board Member
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