The LOI For Business Purchase agreement is a crucial document used in Swiss business acquisitions and transfers. It is specifically designed to comply with Swiss legal requirements and the Swiss Code of Obligations, providing a comprehensive framework for business purchase transactions. This document is essential when one entity intends to acquire another business entity's assets, shares, or operations in Switzerland. It contains detailed provisions covering purchase price, payment mechanisms, warranties, representations, employee transfers, and regulatory compliance. The agreement is particularly important as it must address specific Swiss legal requirements regarding business transfers, including mandatory provisions for employee protection, tax considerations, and competition law compliance where applicable. The document serves as the primary reference point for all parties involved in the transaction and forms the basis for the successful transfer of business ownership.
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1. Parties: Identification of the seller and purchaser with full legal details
2. Background: Context of the transaction and brief description of the business being sold
3. Definitions: Defined terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including what is being sold and purchased
5. Purchase Price: Detailed price structure, payment terms, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion
7. Pre-Completion Obligations: Parties' obligations between signing and completion
8. Completion: Process and requirements for closing the transaction
9. Seller's Warranties: Warranties regarding the business, assets, and liabilities
10. Purchaser's Warranties: Basic warranties from the purchaser, including capacity to purchase
11. Limitations on Liability: Scope and limitations of seller's liability under the warranties
12. Employee Matters: Treatment of employees and related obligations
13. Tax Matters: Tax-related provisions and allocations of responsibility
14. Confidentiality: Obligations regarding transaction and business information
15. Announcements: Protocol for public announcements 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, etc.
1. Earn-out Provisions: Include when part of purchase price is contingent on future performance
2. Real Estate: Include when business owns or leases significant real estate assets
3. Intellectual Property: Include when IP assets are a significant part of the business
4. Environmental Matters: Include for businesses with environmental risks or obligations
5. Competition/Non-Compete: Include when restricting seller's future competitive activities
6. Transitional Services: Include when seller will provide post-completion services
7. Bank Financing: Include when purchase is contingent on third-party financing
8. Data Protection: Include when business involves significant personal data processing
1. Business Assets Schedule: Detailed list of all assets included in the sale
2. Excluded Assets Schedule: List of assets explicitly excluded from the sale
3. Real Estate Schedule: Details of owned and leased properties
4. Intellectual Property Schedule: List of IP rights, registrations, and licenses
5. Material Contracts Schedule: Key contracts being transferred
6. Employee Schedule: List of employees and their key employment terms
7. Warranties Schedule: Detailed warranties about the business
8. Disclosed Matters Schedule: Disclosures against the warranties
9. Completion Obligations Schedule: Detailed list of completion deliverables
10. Forms of Transfer Documents: Template documents for transferring specific assets
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