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Business Purchase Agreement Contract
"I need a Business Purchase Agreement Contract under Swiss law for acquiring a small technology consulting firm based in Zurich, with 15 employees and significant intellectual property assets, planning to complete the share purchase by March 2025."
1. Parties: Identification and details of the seller and purchaser, including full legal names, registration numbers, and registered addresses
2. Background: Context of the transaction, brief description of the business, and purpose of the agreement
3. Definitions: Defined terms used throughout the agreement, including specific Swiss legal terminology where relevant
4. Sale and Purchase: Core transaction terms, including what is being sold and purchased, whether shares or assets
5. Purchase Price: Detailed description of the purchase price, payment terms, and any adjustments
6. Completion: Process and requirements for closing the transaction, including timing and mechanics
7. Seller's Warranties: Standard warranties regarding business ownership, operation, and condition
8. Purchaser's Warranties: Basic warranties from the purchaser, including capacity to enter into the agreement
9. Limitations on Liability: Scope and limitations of seller's liability under the warranties
10. Pre-Completion Obligations: Obligations of both parties between signing and completion
11. Employee Matters: Treatment of employees and related liabilities post-completion
12. Confidentiality: Obligations regarding confidential information and announcements
13. Notices: Process for formal communications between parties
14. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. Real Estate Provisions: Required when the business purchase includes real estate assets, addressing Lex Koller requirements
2. Intellectual Property Rights: Detailed provisions for IP transfer when the business has significant IP assets
3. Environmental Matters: Required when the business has environmental risks or compliance obligations
4. Competition Law Compliance: Required when the transaction meets merger control thresholds
5. Earn-out Provisions: When part of the purchase price is contingent on future performance
6. Tax Indemnities: Specific tax-related indemnities beyond standard warranties
7. Post-Completion Integration: When specific post-completion obligations need to be agreed
8. Non-Compete Provisions: Restrictions on seller's future business activities
9. Transitional Services: When seller will provide services post-completion
10. Bank Financing: When purchase price is partially funded through bank financing
1. Business Description: Detailed description of the business being purchased
2. Properties: List and details of all real estate owned or leased
3. Intellectual Property: Schedule of all IP rights owned or licensed
4. Employee Information: List of employees and their key employment terms
5. Material Contracts: Summary of key business contracts
6. Financial Statements: Recent financial statements and management accounts
7. Completion Requirements: Detailed list of completion deliverables
8. Warranted Information: Specific information warranted by the seller
9. Disclosed Information: List of disclosure documents against warranties
10. Form of Transfer Documents: Templates for share transfer forms or other transfer documents
11. Purchase Price Adjustments: Detailed mechanics for any price adjustment
12. Tax Computation: Details of tax calculations and allocations
Authors
Manufacturing
Retail
Technology
Professional Services
Healthcare
Real Estate
Financial Services
Hospitality
Construction
Energy
Transportation
Agriculture
Media and Entertainment
Telecommunications
Education
Pharmaceuticals
Legal
Finance
Mergers & Acquisitions
Corporate Development
Tax
Compliance
Human Resources
Risk Management
Strategy
Operations
Due Diligence
Integration
Treasury
Corporate Secretariat
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Mergers & Acquisitions Director
Business Development Manager
Finance Director
Company Secretary
Tax Director
Compliance Officer
Due Diligence Manager
Integration Manager
Risk Manager
Strategic Planning Director
Operations Director
Human Resources Director
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