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Restaurant Asset Purchase Agreement

Restaurant Asset Purchase Agreement Template for Switzerland

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Key Requirements PROMPT example:

Restaurant Asset Purchase Agreement

"I need a Restaurant Asset Purchase Agreement under Swiss law for buying a family-owned Italian restaurant in Zurich, including all kitchen equipment, recipes, and brand name, with completion planned for March 2025."

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Document background
The Restaurant Asset Purchase Agreement is a vital legal document used in Switzerland when transferring ownership of restaurant business assets from one party to another. It is specifically designed to comply with Swiss federal and cantonal laws, including the Swiss Code of Obligations, food safety regulations, and local licensing requirements. This agreement is essential when a restaurant owner wishes to sell their business assets, including equipment, inventory, licenses, permits, and potentially intellectual property, without transferring the entire corporate entity. The document typically includes detailed provisions for asset valuation, employee transfers, operational permits, and post-completion obligations. It is particularly important in the Swiss context due to specific local requirements regarding food service operations, employment regulations, and business transfer procedures. The agreement helps ensure a smooth transition of ownership while protecting both parties' interests and maintaining compliance with all relevant Swiss regulations.
Suggested Sections

1. Parties: Identification of the seller and purchaser with full legal names and addresses

2. Background: Context of the transaction, including brief description of the restaurant business and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase of Assets: Core provision defining the assets being sold and purchased

5. Purchase Price: Details of the purchase price, payment terms, and any adjustments

6. Completion: Timing and mechanics of the closing process

7. Conditions Precedent: Conditions that must be satisfied before completion occurs

8. Pre-Completion Obligations: Obligations of both parties between signing and completion

9. Seller's Warranties: Warranties regarding the business, assets, and operations

10. Purchaser's Warranties: Basic warranties from the purchaser regarding capacity and authority

11. Employee Matters: Treatment of employees and related obligations

12. Licenses and Permits: Provisions regarding transfer or reapplication of necessary operational permits

13. Tax Matters: Allocation of tax liabilities and obligations

14. Confidentiality: Obligations regarding confidential information

15. Post-Completion Obligations: Ongoing obligations after closing

16. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction provisions

17. Notices: Process for formal communications between parties

18. General Provisions: Standard boilerplate clauses

19. Execution: Signature blocks and execution formalities

Optional Sections

1. Non-Competition: Restrictions on seller's future competitive activities - include when seller could compete in same market

2. Intellectual Property Rights: Specific provisions for transfer of restaurant brand, recipes, etc. - include when IP is a significant asset

3. Real Property: Provisions regarding transfer of premises - include when real estate is part of transaction

4. Environmental Matters: Environmental warranties and indemnities - include when environmental risks are identified

5. Third Party Consents: Process for obtaining required third party approvals - include when key contracts require consent for transfer

6. Earn-out Provisions: Structure for additional payments based on future performance - include when part of purchase price is contingent

7. Transition Services: Seller's assistance post-completion - include when complex handover required

8. Bank Guarantees: Requirements for bank guarantees - include when required for security

9. Franchise Arrangements: Provisions regarding franchise relationships - include if restaurant is franchised

Suggested Schedules

1. Asset Schedule: Detailed list of all tangible and intangible assets being transferred

2. Excluded Assets: List of assets explicitly excluded from the sale

3. Equipment and Inventory: Detailed inventory of restaurant equipment, furniture, and stock

4. Employee Information: List of employees and their key employment terms

5. Contracts: List of contracts being transferred

6. Licenses and Permits: Details of all operational licenses and permits

7. Lease Details: Summary of lease terms if premises are leased

8. Purchase Price Allocation: Breakdown of purchase price across asset categories

9. Form of Transfer Documents: Templates for specific transfer documents required

10. Completion Obligations: Detailed list of actions required at completion

11. Warranties: Detailed warranties given by the seller

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Clauses
Definitions
Asset Transfer
Purchase Price
Payment Terms
Completion
Conditions Precedent
Due Diligence
Representations and Warranties
Employee Transfer
License and Permits
Food Safety Compliance
Property Transfer
Equipment Transfer
Inventory
Intellectual Property
Confidentiality
Non-Competition
Tax Matters
Insurance
Environmental Compliance
Health and Safety
Assignment
Force Majeure
Termination
Indemnification
Dispute Resolution
Governing Law
Jurisdiction
Notices
Third Party Rights
Entire Agreement
Severability
Amendment
Waiver
Costs and Expenses
Further Assurance
Counterparts
Data Protection
Business Continuity
Customer Records Transfer
Supplier Contracts
Transition Services
Post-Completion Obligations
Regulatory Compliance
Relevant Industries

Hospitality

Food & Beverage

Restaurant Operations

Real Estate

Franchise Operations

Food Service

Retail

Leisure & Entertainment

Commercial Property

Small Business

Relevant Teams

Legal

Finance

Operations

Compliance

Risk Management

Business Development

Mergers & Acquisitions

Property Management

Commercial

Tax

Human Resources

Relevant Roles

Restaurant Owner

Business Development Manager

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Business Broker

Restaurant Manager

Operations Director

Compliance Officer

Property Manager

Acquisition Manager

Finance Director

Investment Manager

Risk Manager

Commercial Director

Industries
Swiss Code of Obligations (OR/CO): Primary source of Swiss contract law governing the sale of business assets, transfer of contracts, and general contractual obligations
Federal Act on Food Safety and Utility Articles (LMG): Regulates food safety standards and requirements for restaurant operations that need to be maintained post-transfer
Federal Act on Merger, Demerger, Transformation and Transfer of Assets (FusG): Governs the transfer of business assets and related procedures in Switzerland
Federal Act on Employment (ArG): Regulates employment relationships and the transfer of employees in case of business transfer
Federal Value Added Tax Act (MWSTG): Governs VAT implications of business asset transfers and registration requirements
Cantonal and Municipal Restaurant Licensing Laws: Local regulations governing restaurant operations, permits, and licenses that need to be transferred or reapplied for
Federal Act on Cartels and Other Restraints of Competition: May be relevant if the transaction reaches certain thresholds or affects market competition
Swiss Civil Code (ZGB): Relevant for real property transfers if the restaurant premises are included in the purchase
Federal Act on Environmental Protection (USG): Environmental regulations that may affect restaurant operations and transfer of related liabilities
Federal Act on Health Insurance (KVG): Relevant for employee health insurance obligations that transfer with the business
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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