The Business Purchase Agreement is a fundamental transaction document used in Switzerland when one entity acquires a business from another entity. It is particularly relevant for asset deals structured under Swiss law, where specific assets, contracts, and liabilities are being transferred rather than shares. The agreement must comply with the Swiss Code of Obligations (OR/CO) and other relevant Swiss legislation, including employment law provisions under Article 333 OR regarding the automatic transfer of employment relationships. This document is essential for both domestic and cross-border transactions involving Swiss businesses, requiring careful consideration of local regulatory requirements, including commercial registry notifications, competition law compliance, and tax implications. The agreement typically includes detailed provisions on purchase price mechanisms, warranties, indemnities, and completion conditions, tailored to meet Swiss legal standards and market practice.
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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 purchased
3. Definitions: Defined terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including the business assets being sold and purchased
5. Purchase Price: Purchase consideration, payment terms, and any price adjustment mechanisms
6. Completion: Completion mechanics, timing, and deliverables
7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including business conduct requirements
8. Seller's Warranties: Warranties regarding the business, assets, liabilities, and other relevant aspects
9. Purchaser's Warranties: Basic warranties from the purchaser, including capacity to enter into the agreement
10. Limitations on Liability: Limitations on warranty claims and general liability caps
11. Employee Matters: Treatment of employees and related obligations under Art. 333 OR
12. Confidentiality: Confidentiality obligations regarding the transaction and business information
13. Announcements: Requirements for public announcements about the transaction
14. Notices: Process for formal notices between parties
15. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
16. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction for disputes
1. Conditions Precedent: Required when completion is subject to certain conditions being satisfied, such as regulatory approvals
2. Non-Competition: Restrictions on seller's future competitive activities, if agreed
3. Transitional Services: When the seller needs to provide ongoing services post-completion
4. Real Estate Matters: Specific provisions if the business includes significant real estate assets
5. Intellectual Property Rights: Detailed IP provisions if the business is IP-heavy
6. Tax Covenant: Specific tax indemnities and allocations if required
7. Environmental Matters: For businesses with significant environmental aspects or risks
8. Data Protection: Detailed provisions for businesses processing significant personal data
9. Bank Guarantees: If payment or performance guarantees are required
1. Business Assets Schedule: Detailed list of all assets included in the sale
2. Excluded Assets Schedule: List of assets specifically excluded from the sale
3. Properties Schedule: Details of any real estate included in the sale
4. Intellectual Property Schedule: List of all IP rights included in the sale
5. Employee Schedule: List of transferring employees and their key terms
6. Material Contracts Schedule: Key contracts being transferred
7. Completion Deliverables: List of all documents and items to be delivered at completion
8. Warranties Schedule: Detailed warranties given by the seller
9. Disclosure Schedule: Seller's disclosures against the warranties
10. Permitted Encumbrances: List of permitted liens and encumbrances on the business assets
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