The Business Purchase And Sale Agreement is a crucial document used in Switzerland for transferring ownership of a business from one entity to another. It is primarily used in scenarios where a complete business or substantial business assets are being sold, requiring compliance with Swiss legal framework, particularly the Swiss Code of Obligations. The document encompasses all aspects of the transaction, including asset transfer, employee rights protection, liability allocation, and regulatory compliance. It's essential for both private and public company transactions, incorporating specific Swiss requirements regarding business transfers, employment protection, and tax implications. The agreement serves as the primary transaction document, supported by various schedules and ancillary agreements, and requires careful consideration of Swiss merger control regulations, employment law, and commercial registry requirements.
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1. Parties: Identification and details of the seller and purchaser
2. Background: Context of the transaction and brief description of the business being sold
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including the business assets, liabilities, and rights being transferred
5. Purchase Price: Purchase price, payment terms, adjustments, and escrow arrangements
6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction
7. Pre-Completion Obligations: Obligations of both parties between signing and completion
8. Completion: Process and requirements for closing the transaction
9. Post-Completion Obligations: Obligations after the completion date
10. Warranties: Seller's representations and warranties about the business
11. Limitations of Liability: Limitations on warranty claims and general liability
12. Employee Matters: Treatment of employees and related obligations under Swiss employment law
13. Tax Matters: Tax-related provisions and allocations of tax liabilities
14. Confidentiality: Obligations regarding confidential information
15. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction provisions
16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Non-Competition: Restrictions on seller's future business activities - include when seller could compete with the business
2. Intellectual Property: Specific provisions for IP transfer - include when IP is a significant business asset
3. Real Estate: Property transfer provisions - include when real estate is part of the transaction
4. Environmental Matters: Environmental warranties and indemnities - include for businesses with environmental risks
5. Transitional Services: Post-completion support services - include when seller's continued involvement is needed
6. Earn-out Provisions: Performance-based additional payments - include when part of purchase price is contingent on future performance
7. Data Protection: Specific data protection provisions - include when significant personal data is involved
8. Regulatory Approvals: Provisions regarding regulatory requirements - include when specific regulatory approvals are needed
1. Business Assets Schedule: Detailed list of all assets included in the sale
2. Excluded Assets Schedule: List of assets explicitly excluded from the sale
3. Employee Schedule: List of employees and their key employment terms
4. Material Contracts Schedule: List of key business contracts being transferred
5. Intellectual Property Schedule: Details of IP rights included in the sale
6. Properties Schedule: Details of real estate assets and leases
7. Warranties Schedule: Detailed warranties given by the seller
8. Completion Requirements Schedule: Detailed list of completion deliverables
9. Purchase Price Adjustment Schedule: Methodology for any purchase price adjustments
10. Due Diligence Findings Schedule: Summary of key due diligence findings and disclosures
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