{"Signatur": "ZG_OG_001", "Spider": "ZG_Obergericht", "Datum": "2023-04-25", "PDF": {"Datei": "ZG_Obergericht/ZG_OG_001_Z1-2021-29_2023-04-25.pdf", "URL": "https://entscheidsuche.ch/zg_helper/download.php?pfad=/tribunavtplus/ServletDownload/Z1_2021_29_fdd7631f3f812fe9da3ea4c19349bdaa47c59eead5e24a429a154f0ca1fb41d958293323a647dc9e87b145828f1c3a12b02400114ab08f1b561727a0b536d21f?path=fdd7631f3f812fe9da3ea4c19349bdaa47c59eead5e24a429a154f0ca1fb41d958293323a647dc9e87b145828f1c3a12b02400114ab08f1b561727a0b536d21f&pathIsEncrypted=1&dossiernummer=Z1_2021_29", "Checksum": "229acf16c341399a8575c18a5c94fc87"}, "Scrapedate": "2023-01-01", "Num": ["Z1 2021 29"], "Kopfzeile": [{"Sprachen": ["de"], "Text": "Zug Obergericht Zivilabteilung 25.04.2023 Z1 2021 29"}, {"Sprachen": ["fr"], "Text": "Zoug Obergericht Zivilabteilung 25.04.2023 Z1 2021 29"}, {"Sprachen": ["it"], "Text": "Zugo Obergericht Zivilabteilung 25.04.2023 Z1 2021 29"}], "Meta": [{"Sprachen": ["de"], "Text": "Zug Obergericht Zivilabteilung"}, {"Sprachen": ["fr"], "Text": "Zoug Obergericht Zivilabteilung"}, {"Sprachen": ["it"], "Text": "Zugo Obergericht Zivilabteilung"}, {"Sprachen": ["de", "fr", "it"], "Text": "I. Zivilabteilung"}], "Abstract": [{"Sprachen": ["de", "fr", "it"], "Text": "Forderung | Kauf/Tausch/Schenkung"}], "ScrapyJob": "446973/80/208", "Zeit UTC": "25.03.2026 03:51:28", "Checksum": "5b474a94ac1dd732d1d07267fe38aa8c", "Chunktext": "Auszug aus dem Entscheid Zug Obergericht Zivilabteilung 25.04.2023 Z1 2021 29\nRegeste:\nForderung | Kauf/Tausch/Schenkung\n\n (B) In 2015, the Buyer entered into a share purchase agreement with the Seller, according\nto which the Seller acquired 25 shares in N.________ from the Buyer for a price of\nCHF 4.25 mio. (the \"SPA D.________ GmbH – A.________ AG\").\n\n(C) The Parties wish to unwind the SPA D.________ GmbH – A.________ AG and for this\npurpose the Seller desires to sell, transfer and assign 25 shares in N.________, representing 2.5% of the entire share capital of N.________ (the \"Sale Shares\") and the Buyer\nSeite 4/38\n\ndesires to acquire the Sale Shares in accordance with the terms and conditions set forth\nherein.\n\nNOW, THEREFORE, the Parties agree as of 4 October 2018 (\"Signing Date\") as follows:\n\n1 OBJECT OF SALE AND PURCHASE\n\nPursuant to the terms and subject to the conditions set forth in this Share Purchase Agreement (the \"Agreement\"), the Parties agree to unwind the SPA D.________ GmbH –\nA.________ AG and the Seller agrees to sell and transfer to the Buyer, which accepts to\nbuy and receive, the Sale Shares free from all liens, charges and encumbrances, together\nwith all rights attaching thereto against payment by the Buyer of the Purchase Price as\ndefined and under the terms and conditions set forth below.\n\n2 PURCHASE PRICE\n\nThe purchase price for the Sale Shares amounts to CHF 4.25 Mio. (\"Swiss Francs four million two-hundred-fifty thousand\" 00/100) which corresponds to the purchase price under the\nSPA D.________ GmbH – A.________ AG (“Purchase Price“).\n\n3 SIMULTANEOUS SIGNING AND CLOSING\n\nClosing of this transaction shall take place (the \"Closing\") on or before 12 October 2018\n(\"Closing Date\").\n\nOn Closing Date, the Buyer shall transfer the Purchase Price. Upon receipt of the Purchase\nPrice, the Seller shall immediately cause the transfer of the Sale Shares to the Buyer.\n\n4 TRANSFER OF OWNERSHIP AND PROFIT AND RISK\n\nAt Closing Date ownership of as well as profit and risk related to the Sale Shares shall be\ntransferred to the Buyer, i.e. the Buyer shall enjoy both voting and financial rights attached\nto the Sale Shares as of the successful completion of Closing.\n\n5 CORPORATE STATUS AND AUTHORITY OF THE SELLER\n\nThe Seller validly exists under the laws of Switzerland.\n\nThe Buyer has the right, requisite corporate power and authority, and has taken all actions\nnecessary, to execute, deliver and exercise its rights, and perform its obligations, under this\nAgreement to be executed at or before Closing.\n\nThe execution and delivery of, and the performance by the Seller of its obligations under,\nthis Agreement and each document to be executed at or before Closing in connection with\nthis Agreement to which it is expressed to be a Party will not require Seller to obtain any\nconsent or approval of any governmental or other authority.\n\nThe Seller is the sole owner of the Sale Shares and has all economic rights and the right to\nexercise all voting rights over the Sale Shares.\n\nThere is no encumbrance, and there is no agreement, arrangement or obligation binding\nupon the Seller to create or give any encumbrance, in relation to any of the Sale Shares or\nany unissued shares in the Company.\n\nThere is no agreement, arrangement or obligation requiring the creation, allotment, issue,\ntransfer, redemption or repayment of, or the grant to a person of the right (conditional or\nSeite 5/38\n\nnot) to require the allotment, issue, transfer, redemption or repayment of, a share in the\nshare capital of the Company (including, without limitation, an option or right of preemption\nor conversion), which is not known to the Buyer and has not been waived.\n\n6 CORPORATE STATUS AND AUTHORITY OF THE BUYER\n\nThe Buyer validly exists under the laws of the Switzerland.\n\nSubject to the Closing Condition(s) the Buyer has the financial means available to pay the\nPurchase Price.\n\nThe Buyer has the right, requisite corporate power and authority, and has taken all action\nnecessary, to execute, deliver and exercise its rights, and perform its obligations, under this\nAgreement to be executed at or before Closing.\n\nThe execution and delivery of, and the performance by the Buyer of its obligations under,\nthis Agreement and each document to be executed at or before Closing in connection with\nthis Agreement to which it is expressed to be a Party will not require Buyer to obtain any\nconsent or approval of any governmental or other authority.\n\n7 NO REPRESENTATIONS OR WARRANTIES\n\nNeither Party makes any representation or warranty of any kind to the other party,\nexpressly or implied.\n\n8 COMMITMENT TO BUY AN ADDITIONAL PARTICIPATION\n\nThe Buyer commits to buy from the Seller an additional participation of 2.5% in the Company at a purchase price of CHF 4.25 million latest by end of July 2019.\n\n9 GENERAL PROVISIONS\n\n9.1 Amendments and Waiver\n\n"}