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The Intent To Purchase Agreement serves as a crucial preliminary step in significant purchase transactions under Austrian law. It is typically used when parties have reached agreement on key commercial terms but require additional time for due diligence, regulatory approvals, or financing arrangements before executing the final purchase agreement. This document provides a structured framework for the pre-acquisition phase, establishing legally binding obligations while maintaining flexibility for the final transaction terms. It's particularly valuable in complex transactions where detailed investigation of the purchase subject matter is necessary, or when regulatory approvals must be obtained. The agreement must comply with Austrian civil law requirements, particularly the provisions of the ABGB regarding preliminary contracts (Vorvertrag) and contract formation.

1. Parties: Identification and details of all parties involved in the intended transaction, including their legal capacity and authority to enter into the agreement

2. Background: Context of the intended purchase, including brief description of the subject matter and the parties' current relationship

3. Definitions: Key terms used throughout the agreement, ensuring consistent interpretation

4. Subject Matter of Intended Purchase: Detailed description of the asset or property to be purchased, including any relevant specifications or characteristics

5. Purchase Price and Payment Terms: Intended purchase price, payment structure, and any conditions related to financing

6. Due Diligence: Terms and conditions for the buyer's investigation of the subject matter, including access rights and documentation requirements

7. Timeline and Key Dates: Expected timeline for due diligence, final agreement execution, and completion of the purchase

8. Conditions Precedent: Prerequisites that must be satisfied before parties are obligated to proceed with the final purchase agreement

9. Exclusivity: Terms preventing the seller from negotiating with other potential buyers during a specified period

10. Confidentiality: Obligations regarding the protection and non-disclosure of confidential information

11. Binding Effect: Clear statement of which provisions are legally binding and which are subject to negotiation

12. Governing Law and Jurisdiction: Specification of Austrian law as governing law and designation of competent courts