The Ownership Interest Purchase Agreement is a crucial document used in Swiss business transactions involving the transfer of company ownership, whether partial or complete. It is particularly relevant in mergers and acquisitions, corporate restructurings, and strategic investments under Swiss jurisdiction. The agreement must comply with the Swiss Code of Obligations and other relevant Swiss legislation, including securities regulations for public companies and competition laws where applicable. This document typically includes detailed provisions on purchase price mechanisms, representations and warranties, conditions precedent, and post-closing covenants. It's essential for documenting complex ownership transfers while ensuring compliance with Swiss legal requirements and protecting both parties' interests through clear risk allocation and indemnification provisions.
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1. Parties: Identification of the seller(s) and buyer(s) with full legal names and addresses
2. Background: Context of the transaction, description of the target company and ownership interests being transferred
3. Definitions: Defined terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including the interests being sold and basic mechanics of transfer
5. Purchase Price: Specification of consideration, payment terms, and any adjustments
6. Closing: Conditions precedent, closing mechanics, and deliverables
7. Seller's Representations and Warranties: Standard representations about seller's authority, ownership, and target company
8. Buyer's Representations and Warranties: Representations about buyer's authority and ability to complete the transaction
9. Covenants: Pre-closing and post-closing obligations of the parties
10. Indemnification: Terms for compensation for breaches and third-party claims
11. Tax Matters: Allocation of tax liabilities and obligations
12. Confidentiality: Obligations regarding transaction and company information
13. Notices: Process for formal communications between parties
14. Governing Law and Jurisdiction: Swiss law provisions and jurisdiction for disputes
15. Miscellaneous: Standard boilerplate provisions including amendments, entire agreement, and severability
1. Seller Financing: Include when part of purchase price is paid through promissory notes or installments
2. Employee Matters: Include when specific arrangements for key employees or general workforce are needed
3. Non-Competition and Non-Solicitation: Include when restricting seller's future business activities
4. Earnout Provisions: Include when part of purchase price is contingent on future performance
5. Transition Services: Include when seller will provide post-closing services
6. Real Estate Matters: Include when target company owns significant real estate assets
7. Intellectual Property Rights: Include when IP assets are material to the transaction
8. Environmental Matters: Include for companies with environmental risks or obligations
9. Bank Financing Cooperation: Include when buyer requires seller's cooperation for acquisition financing
1. Disclosure Schedule: Exceptions to representations and warranties
2. Company Information Schedule: Detailed information about target company structure and operations
3. Financial Statements: Recent financial statements of target company
4. Material Contracts: List and copies of important agreements
5. Intellectual Property Schedule: List of IP rights and registrations
6. Real Property Schedule: Details of owned and leased real estate
7. Employee Schedule: List of employees and key employment terms
8. Permits and Licenses: List of governmental authorizations
9. Closing Checklist: List of required closing deliverables and actions
10. Purchase Price Adjustment Methodology: Detailed calculations for price adjustments
11. Form of Closing Documents: Templates for share transfer forms and other closing documents
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