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1. Parties: Identification and details of the buyer and seller, including full legal names, addresses, and registration numbers
2. Background: Context of the transaction and brief description of the subject matter being purchased
3. Definitions: Definitions of key terms used throughout the agreement
4. Purchase Price: Clear statement of the purchase price, currency, and any adjustments or calculations
5. Payment Terms: Payment schedule, method of payment, and bank details
6. Conditions Precedent: Any conditions that must be satisfied before the agreement becomes effective
7. Closing: Details of when and how the transaction will be completed
8. Seller's Representations and Warranties: Standard representations about ownership, authority to sell, and condition of the subject matter
9. Buyer's Representations and Warranties: Representations about authority to purchase and ability to pay
10. Tax Provisions: Treatment of taxes, particularly VAT, and responsibility for payment
11. Governing Law and Jurisdiction: Explicit statement of Swiss law governance and jurisdiction for disputes
12. Notices: How formal communications between parties should be made
13. Entire Agreement: Integration clause confirming this document represents the complete agreement
1. Security Arrangements: Used when payment is secured by collateral or guarantees
2. Foreign Currency Provisions: Required when payment is in non-Swiss currency, addressing exchange rate risks
3. Intellectual Property Rights: Needed when the purchase includes IP assets
4. Regulatory Approvals: Required when the transaction needs specific regulatory clearances
5. Environmental Matters: Important when purchasing real estate or industrial assets
6. Employee Matters: Relevant when the purchase affects employment relationships
7. Confidentiality: Required for sensitive transactions or when parties exchange confidential information
8. Force Majeure: Optional protection against unforeseen circumstances affecting performance
9. Assignment Rights: When parties want to specifically address the ability to transfer rights under the agreement
1. Asset Schedule: Detailed description of assets being purchased
2. Price Calculation Schedule: Detailed methodology for calculating the final purchase price
3. Payment Schedule: Detailed payment timeline and installment amounts
4. Due Diligence Results: Summary of key findings from due diligence
5. Required Consents: List of third-party or regulatory consents needed
6. Encumbrances: List of any existing liens or encumbrances on the purchase subject
7. Form of Transfer Documents: Templates of documents required for closing
8. Tax Certificates: Relevant tax clearances or certificates
Real Estate
Manufacturing
Technology
Financial Services
Retail
Energy
Healthcare
Professional Services
Construction
Agriculture
Hospitality
Transportation
Industrial
Consumer Goods
Legal
Finance
Procurement
Treasury
Mergers & Acquisitions
Risk Management
Compliance
Commercial
Business Development
Corporate Development
Chief Financial Officer
Finance Director
Legal Counsel
Corporate Lawyer
Procurement Manager
Business Development Manager
Investment Manager
Commercial Director
Treasury Manager
Mergers & Acquisitions Director
Risk Manager
Compliance Officer
Contract Manager
Transaction Manager
Financial Controller
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