The Contract For Sale Of Business is a crucial document used when transferring ownership of an established business in Switzerland. It's typically employed in scenarios ranging from small business acquisitions to larger corporate transactions, where one entity wishes to acquire another's business operations, assets, and sometimes shares. The document must comply with Swiss legal requirements, particularly the Swiss Code of Obligations and the Federal Act on Mergers, Demergers, Transformations and Transfer of Assets. It includes essential elements such as purchase price mechanics, warranties, employee transfer provisions, asset schedules, and regulatory compliance requirements. The agreement serves as the primary transaction document that governs the rights and obligations of both parties before, during, and after the business transfer, while ensuring compliance with Swiss commercial, employment, and tax laws.
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1. Parties: Identification of the seller and buyer, 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: 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 purchased
5. Purchase Price: Amount, payment terms, deposit requirements, and adjustment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before completion occurs
7. Pre-Completion Obligations: Seller's obligations in running the business between signing and completion
8. Completion: Process and requirements for closing the transaction
9. Warranties: Seller's warranties about the business, assets, liabilities, employees, and operations
10. Indemnities: Specific indemnities provided by the seller
11. Post-Completion Obligations: Ongoing obligations after completion, including transition support
12. Non-Competition: Restrictions on seller's future competitive activities
13. Confidentiality: Protection of confidential information
14. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including notices, amendments, entire agreement, etc.
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Property Lease Assignment: Required when business premises are leased and need to be transferred
3. Intellectual Property Transfer: Detailed provisions when significant IP assets are involved
4. Employee Matters: Detailed provisions for employee transfers when significant workforce is involved
5. Environmental Matters: Required for businesses with environmental risks or compliance requirements
6. Bank Financing: Required when purchase is partially bank financed
7. Tax Covenant: Detailed tax provisions for complex tax situations
8. Transitional Services: When seller needs to provide ongoing services post-completion
1. Business Description: Detailed description of the business being sold
2. Asset Register: Complete list of assets included in the sale
3. Excluded Assets: List of assets explicitly excluded from the sale
4. Property Schedule: Details of owned or leased properties
5. Employee List: List of employees and their key employment terms
6. Material Contracts: List and copies of important business contracts
7. Intellectual Property: Schedule of IP rights owned or licensed
8. Warranties: Detailed warranties given by the seller
9. Completion Deliverables: List of documents and items to be delivered at completion
10. Net Asset Statement: Format for calculating final purchase price adjustments
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