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Joint Purchase Agreement
"I need a Joint Purchase Agreement under Swiss law for three tech companies jointly acquiring a commercial building in Zurich, with completion planned for March 2025, including specific provisions for building management and future subletting rights."
1. Parties: Identification of all parties involved in the joint purchase, including multiple buyers and the seller(s)
2. Background: Context of the joint purchase arrangement and the purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Purchase Object: Detailed description of the asset(s) or goods being purchased jointly
5. Purchase Price and Payment Terms: Total purchase price, individual contributions from each buyer, and payment schedule
6. Ownership Structure: Definition of ownership shares and rights between joint purchasers
7. Management and Decision Making: Governance structure for joint decisions regarding the purchased asset
8. Rights and Obligations: Specific rights and obligations of each party in relation to the joint purchase
9. Costs and Expenses: Allocation of costs related to the purchase and ongoing maintenance
10. Transfer Restrictions: Limitations on transferring ownership interests to third parties
11. Default and Remedies: Consequences of default by any party and available remedies
12. Term and Termination: Duration of the agreement and circumstances for termination
13. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes
14. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Pre-emptive Rights: Rights of first refusal for existing parties when one party wishes to sell their share
2. Asset Management: Specific provisions for managing the purchased asset, relevant for complex assets requiring active management
3. Exit Mechanisms: Detailed procedures for parties wishing to exit the joint purchase arrangement
4. Tax Provisions: Specific tax-related provisions, particularly relevant for high-value purchases or cross-border transactions
5. Insurance Requirements: Specific insurance obligations, particularly relevant for valuable physical assets
6. Force Majeure: Provisions for unforeseen circumstances, particularly relevant for ongoing joint purchase arrangements
7. Confidentiality: Provisions for maintaining confidentiality, particularly relevant for commercial joint purchases
1. Schedule 1 - Purchase Object Details: Detailed technical specifications or description of the purchase object
2. Schedule 2 - Payment Schedule: Detailed breakdown of payment obligations and timing
3. Schedule 3 - Ownership Percentages: Detailed breakdown of ownership shares between joint purchasers
4. Schedule 4 - Management Procedures: Detailed procedures for joint management and decision-making
5. Schedule 5 - Due Diligence Results: Summary of any due diligence findings and identified risks
6. Appendix A - Required Notices and Forms: Standard forms for notices, transfer requests, or other formal communications
7. Appendix B - Power of Attorney: If required, forms for delegating authority in management decisions
Authors
Applicable Law
Asset Management Plan
Business Day
Closing
Closing Date
Confidential Information
Co-Owners
Default Event
Effective Date
Encumbrance
Exit Notice
Fair Market Value
Force Majeure Event
Governing Law
Individual Contribution
Joint Management Committee
Joint Ownership Interest
Joint Purchase Price
Majority Decision
Management Rights
Operating Costs
Ownership Percentage
Parties
Purchase Object
Purchase Price
Qualified Majority
Related Parties
Reserved Matters
Seller
Special Resolution
Super Majority Decision
Tag-Along Rights
Third Party
Transfer
Transfer Notice
Unanimous Decision
Valuation Date
Voting Rights
Payment Terms
Joint Ownership
Management Rights
Decision Making
Governance
Contributions
Cost Sharing
Asset Management
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Exit Rights
Default
Remedies
Force Majeure
Representations and Warranties
Covenants
Indemnification
Confidentiality
Non-Compete
Dispute Resolution
Governing Law
Notices
Assignment
Amendment
Severability
Entire Agreement
Further Assurance
Term and Termination
Survival
Third Party Rights
Insurance
Tax Matters
Anti-Money Laundering
Compliance with Laws
Powers of Attorney
Due Diligence
Closing Conditions
Post-Closing Obligations
Real Estate
Manufacturing
Technology
Industrial Equipment
Transportation
Energy
Infrastructure
Agriculture
Commercial Property
Retail
Healthcare
Hospitality
Aviation
Maritime
Mining
Legal
Finance
Procurement
Operations
Risk Management
Corporate Development
Strategy
Commercial
Real Estate
Asset Management
Investment
Compliance
Property Management
Business Development
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Investment Manager
Asset Manager
Property Manager
Procurement Manager
Business Development Director
Strategic Partnership Manager
Risk Manager
Operations Director
Finance Director
Contract Manager
Commercial Director
Acquisition Manager
Real Estate Manager
Facility Manager
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