The Business Sale Contract is a fundamental document used in Swiss M&A transactions for transferring ownership of a business from one party to another. It is particularly important in the Swiss context due to specific regulatory requirements under the Code of Obligations, employment law (especially Articles 333 and 333a CO regarding employee transfers), and tax regulations. The document is used when a business owner wishes to sell their enterprise, whether through a share sale or asset transfer, and requires careful consideration of Swiss-specific elements such as employee consultation requirements, data protection regulations, and potential merger control obligations. The contract typically includes comprehensive provisions covering purchase price mechanisms, warranties, indemnities, conditions precedent, and completion mechanics, all structured to ensure compliance with Swiss legal requirements and market practice.
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1. Parties: Identification of the seller and buyer, including full legal names, registration details, and addresses
2. Background: Context of the transaction, brief description of the business, and purpose of the agreement
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including what is being sold and purchased
5. Purchase Price: Amount, payment terms, adjustments, and payment mechanics
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including business conduct requirements
8. Completion: Mechanics of closing, including timing, location, and actions required
9. Seller's Warranties: Representations and warranties about the business, assets, and liabilities
10. Buyer's Warranties: Basic warranties from the buyer, including capacity to enter into the transaction
11. Limitations on Liability: Limitations on warranty claims and general liability caps
12. Tax Matters: Tax covenants, indemnities, and allocation of tax liabilities
13. Employee Matters: Treatment of employees, including transfer provisions under Art. 333 CO
14. Confidentiality: Obligations regarding transaction and business confidentiality
15. Announcements: Rules for public statements about the transaction
16. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction provisions
17. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Real Estate: Required if business includes real property, addressing Lex Koller requirements if relevant
2. Intellectual Property: Detailed provisions for IP transfer if business has significant IP assets
3. Environmental Matters: Required if business has environmental risks or compliance obligations
4. Information Technology: Detailed provisions for IT systems and data transfer if technology is crucial to business
5. Non-Competition: Non-compete and non-solicitation provisions if required for business protection
6. Transitional Services: Required if seller will provide services post-completion
7. Earn-out Provisions: Include if part of purchase price is contingent on future performance
8. Bank Financing: Required if purchase is subject to external financing arrangements
9. Data Protection: Detailed FADP compliance provisions if significant personal data is involved
1. Business Description: Detailed description of business being sold
2. Assets Schedule: Comprehensive list of assets included in sale
3. Excluded Assets: List of assets explicitly excluded from sale
4. Properties: Details of owned and leased properties
5. Intellectual Property Rights: List of patents, trademarks, and other IP
6. Employee Information: List of transferring employees and employment terms
7. Material Contracts: Key business contracts being transferred
8. Completion Requirements: Detailed list of completion deliverables
9. Warranties: Full warranty schedule
10. Permitted Encumbrances: List of permitted liens and encumbrances
11. Bank Account Details: Payment account information
12. Data Room Index: Index of due diligence materials provided
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