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Business Purchase Contract
"I need a Business Purchase Contract under Swiss law for the acquisition of a small manufacturing company in Zurich, with completion planned for March 2025; the transaction will be a straightforward asset purchase without real estate."
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 and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms, including what is being sold and purchased
5. Purchase Price: Specification of the purchase price, payment terms, and any price adjustment mechanisms
6. Closing: Conditions precedent, closing mechanics, and timing of the transaction
7. Seller's Warranties: Comprehensive warranties regarding the business, its assets, and operations
8. Purchaser's Warranties: Basic warranties from the purchaser, including capacity to enter into the transaction
9. Liability and Indemnification: Scope of liability, limitations, and indemnification obligations
10. Employees: Treatment of employees and related obligations under Swiss employment law
11. Confidentiality: Obligations regarding confidential information and announcement of the transaction
12. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes
13. Notices: Process and requirements for formal communications between parties
14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
2. Real Estate: Required when the transaction includes transfer of real property, addressing Lex Koller requirements
3. Intellectual Property: Detailed provisions for IP transfer when the business has significant IP assets
4. Competition Restrictions: Non-compete and non-solicitation provisions, if agreed between parties
5. Transition Services: Include when the seller will provide post-closing services to the business
6. Environmental Matters: Required for businesses with environmental risks or compliance obligations
7. Data Protection: Detailed FADP compliance provisions for businesses handling significant personal data
8. Tax Covenants: Specific tax-related provisions when tax risks or special arrangements exist
1. Business Description: Detailed description of the business being transferred
2. Assets Schedule: Comprehensive list of tangible and intangible assets included in the sale
3. Excluded Assets: List of assets specifically excluded from the transaction
4. Employee Information: Details of transferring employees, their contracts and benefits
5. Real Estate Details: Property information and relevant certificates if real estate is included
6. Intellectual Property Register: List of all IP rights being transferred
7. Material Contracts: Summary of key contracts being transferred
8. Permitted Encumbrances: List of accepted liens or encumbrances on the business assets
9. Closing Checklist: List of all documents and actions required for closing
10. Accounts: Recent financial statements and management accounts of the business
Authors
Manufacturing
Technology
Retail
Professional Services
Healthcare
Real Estate
Financial Services
Hospitality
Construction
Energy
Telecommunications
Transportation and Logistics
Agriculture
Pharmaceutical
Consumer Goods
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Human Resources
Risk Management
Compliance
Corporate Secretariat
Treasury
Business Development
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Development Director
Mergers & Acquisitions Director
Business Development Manager
Finance Director
Corporate Lawyer
Tax Director
Human Resources Director
Commercial Director
Integration Manager
Risk Manager
Company Secretary
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