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Management Buyout Agreement
"I need a Management Buyout Agreement under Swiss law for a family-owned manufacturing business with annual revenue of 15M CHF, where three senior managers will acquire 100% of shares, with completion planned for March 2025 and including provisions for seller financing over 5 years."
1. Parties: Identification of the selling shareholders, purchasing management team, and the target company
2. Background: Context of the transaction, current ownership structure, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement
4. Sale and Purchase: Core transaction terms including shares/assets being sold and purchase price
5. Purchase Price and Payment Terms: Detailed structure of consideration, payment mechanics, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of all parties between signing and completion
8. Completion Mechanics: Detailed process for closing the transaction
9. Warranties and Representations: Standard warranties from sellers and management team buyers
10. Limitations on Liability: Caps, thresholds, and time limits for warranty claims
11. Tax Covenant: Specific provisions relating to tax liabilities and indemnities
12. Confidentiality and Announcements: Obligations regarding transaction confidentiality and public communications
13. Post-Completion Obligations: Ongoing obligations after completion
14. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes
1. Management Warranties: Additional warranties from the management team regarding their capacity and business knowledge - used when management holds key operational knowledge
2. Non-Competition Covenants: Restrictions on sellers' future competitive activities - used when sellers might pose competitive threat
3. Earn-out Provisions: Structure for additional payments based on future performance - used when parties agree to performance-based additional payments
4. Employee Matters: Specific provisions regarding employee transfers and benefits - used when significant employee considerations exist
5. Intellectual Property Rights: Detailed IP transfer provisions - used when IP is a crucial asset
6. Bank Financing: Provisions relating to external financing - used when transaction involves bank funding
7. Real Estate Provisions: Specific provisions for property transfers - used when real estate is a significant asset
8. Environmental Matters: Environmental warranties and indemnities - used for businesses with environmental risks
1. Share Capital Structure: Details of the target company's share capital and ownership
2. Properties: List and details of real estate owned or leased by the target company
3. Intellectual Property: Schedule of all IP rights owned or licensed by the target company
4. Material Contracts: List of key commercial contracts affecting the business
5. Employee Information: Details of key employees and their employment terms
6. Completion Requirements: Detailed list of documents required at completion
7. Warranties: Full set of warranties given by the sellers
8. Bank Financing Terms: Summary of key terms of any bank financing
9. Permitted Leakage: Agreed exceptions to no leakage provisions between signing and completion
10. Tax Deed: Detailed tax indemnity provisions
Authors
Manufacturing
Technology
Professional Services
Retail
Healthcare
Real Estate
Construction
Financial Services
Food and Beverage
Industrial
Media and Entertainment
Transportation and Logistics
Energy
Telecommunications
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Corporate Secretariat
Tax
Human Resources
Operations
Chief Executive Officer
Chief Financial Officer
Managing Director
Finance Director
General Counsel
Legal Director
Corporate Development Director
Board Member
Company Secretary
Head of M&A
Investment Director
Senior Legal Counsel
Financial Controller
Operations Director
Business Unit Director
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