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The Sale Of Business Contract is a fundamental transaction document used when transferring ownership of a business in Switzerland, whether through an asset or share sale. This document is essential when a business owner wishes to sell their enterprise to another party, requiring careful consideration of Swiss legal requirements, particularly under the Swiss Code of Obligations and Swiss Merger Act. It becomes necessary when parties have agreed on principal terms and need to formalize the transaction in a legally binding manner. The contract typically includes detailed provisions on purchase price, payment mechanisms, warranties, representations, employee transfers, and post-completion obligations. It must comply with Swiss regulatory requirements regarding business transfers, employment protection, data privacy, and competition law. The document serves as the cornerstone agreement that governs the entire transaction process, from signing through to completion and post-completion obligations.

1. Parties: Identification of the seller and buyer, including full legal names, registration numbers, and registered addresses

2. Background: Context of the transaction, description of the business being sold, and purpose of the agreement

3. Definitions: Defined terms used throughout the agreement, including Business, Assets, Completion Date, Purchase Price, etc.

4. Sale and Purchase: Core transaction terms, including what is being sold and the basic agreement to sell and purchase

5. Purchase Price: Details of the consideration, payment terms, payment method, and any adjustments

6. Conditions Precedent: Conditions that must be satisfied before completion of the sale

7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including business conduct requirements

8. Completion: Details of the completion process, timing, and deliverables

9. Warranties and Representations: Seller's warranties about the business, assets, liabilities, and other material aspects

10. Limitations on Liability: Limitations on seller's liability for warranty claims and other matters

11. Post-Completion Obligations: Ongoing obligations after completion, including transition assistance

12. Non-Competition and Non-Solicitation: Restrictions on seller's future business activities

13. Confidentiality: Obligations regarding confidential information

14. Data Protection: Compliance with Swiss data protection laws and handling of personal data

15. Notices: Process for giving formal notices under the agreement

16. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, entire agreement, etc.