The Restaurant Asset Purchase Agreement is a vital legal document used in Switzerland when transferring ownership of restaurant business assets from one party to another. It is specifically designed to comply with Swiss federal and cantonal laws, including the Swiss Code of Obligations, food safety regulations, and local licensing requirements. This agreement is essential when a restaurant owner wishes to sell their business assets, including equipment, inventory, licenses, permits, and potentially intellectual property, without transferring the entire corporate entity. The document typically includes detailed provisions for asset valuation, employee transfers, operational permits, and post-completion obligations. It is particularly important in the Swiss context due to specific local requirements regarding food service operations, employment regulations, and business transfer procedures. The agreement helps ensure a smooth transition of ownership while protecting both parties' interests and maintaining compliance with all relevant Swiss regulations.
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1. Parties: Identification of the seller and purchaser with full legal names and addresses
2. Background: Context of the transaction, including brief description of the restaurant business and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase of Assets: Core provision defining the assets being sold and purchased
5. Purchase Price: Details of the purchase price, payment terms, and any adjustments
6. Completion: Timing and mechanics of the closing process
7. Conditions Precedent: Conditions that must be satisfied before completion occurs
8. Pre-Completion Obligations: Obligations of both parties between signing and completion
9. Seller's Warranties: Warranties regarding the business, assets, and operations
10. Purchaser's Warranties: Basic warranties from the purchaser regarding capacity and authority
11. Employee Matters: Treatment of employees and related obligations
12. Licenses and Permits: Provisions regarding transfer or reapplication of necessary operational permits
13. Tax Matters: Allocation of tax liabilities and obligations
14. Confidentiality: Obligations regarding confidential information
15. Post-Completion Obligations: Ongoing obligations after closing
16. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction provisions
17. Notices: Process for formal communications between parties
18. General Provisions: Standard boilerplate clauses
19. Execution: Signature blocks and execution formalities
1. Non-Competition: Restrictions on seller's future competitive activities - include when seller could compete in same market
2. Intellectual Property Rights: Specific provisions for transfer of restaurant brand, recipes, etc. - include when IP is a significant asset
3. Real Property: Provisions regarding transfer of premises - include when real estate is part of transaction
4. Environmental Matters: Environmental warranties and indemnities - include when environmental risks are identified
5. Third Party Consents: Process for obtaining required third party approvals - include when key contracts require consent for transfer
6. Earn-out Provisions: Structure for additional payments based on future performance - include when part of purchase price is contingent
7. Transition Services: Seller's assistance post-completion - include when complex handover required
8. Bank Guarantees: Requirements for bank guarantees - include when required for security
9. Franchise Arrangements: Provisions regarding franchise relationships - include if restaurant is franchised
1. Asset Schedule: Detailed list of all tangible and intangible assets being transferred
2. Excluded Assets: List of assets explicitly excluded from the sale
3. Equipment and Inventory: Detailed inventory of restaurant equipment, furniture, and stock
4. Employee Information: List of employees and their key employment terms
5. Contracts: List of contracts being transferred
6. Licenses and Permits: Details of all operational licenses and permits
7. Lease Details: Summary of lease terms if premises are leased
8. Purchase Price Allocation: Breakdown of purchase price across asset categories
9. Form of Transfer Documents: Ƶ for specific transfer documents required
10. Completion Obligations: Detailed list of actions required at completion
11. Warranties: Detailed warranties given by the seller
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