Asset Sale Purchase Agreement for Switzerland

Asset Sale Purchase Agreement Template for Switzerland

A comprehensive legal agreement governed by Swiss law that documents the terms and conditions for the sale and purchase of specific business assets between a seller and a buyer. The agreement covers crucial aspects including asset identification, purchase price, payment terms, warranties, and completion mechanics, while ensuring compliance with Swiss legal requirements including the Swiss Code of Obligations. It includes detailed provisions for transfer of ownership, liability allocation, and specific considerations for different asset types such as real estate, intellectual property, and contracts.

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What is a Asset Sale Purchase Agreement?

The Asset Sale Purchase Agreement is a fundamental transaction document used in Swiss business acquisitions where specific assets, rather than shares or entire businesses, are being transferred. This agreement is particularly relevant when parties wish to cherry-pick specific assets or exclude certain liabilities, operating under Swiss law framework, particularly the Swiss Code of Obligations. It's commonly used in business restructurings, partial business sales, or when acquiring specific business units. The document must address particular Swiss law requirements regarding asset transfers, including specific forms for real estate transfers, employment law considerations for staff transfers, and compliance with Lex Koller for foreign purchasers of Swiss real estate. The agreement typically includes detailed schedules of assets, specific warranties, and various closing conditions tailored to Swiss legal requirements.

What sections should be included in a Asset Sale Purchase Agreement?

1. Parties: Identification and details of the seller and purchaser

2. Background: Context of the transaction and brief description of the business and assets being sold

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

4. Sale and Purchase: Core transaction terms including description of assets being sold and excluded assets

5. Purchase Price: Purchase price, payment terms, adjustments, and escrow arrangements if any

6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction

7. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements

8. Completion: Mechanics of closing, including timing, location, and deliverables

9. Seller's Warranties: Representations and warranties given by the seller regarding the assets

10. Purchaser's Warranties: Basic warranties given by the purchaser, including capacity and authority

11. Liability and Indemnification: Scope of liability, limitations, and indemnification provisions

12. Confidentiality: Obligations regarding confidential information and announcements

13. Notices: Process and requirements for formal communications between parties

14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

15. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes

What sections are optional to include in a Asset Sale Purchase Agreement?

1. Employee Provisions: Required if employees are transferring with the assets, addressing TUPE-equivalent provisions under Swiss law

2. Real Estate: Required if real estate assets are included, addressing Lex Koller compliance and transfer requirements

3. Intellectual Property: Detailed provisions for IP transfer if significant IP assets are involved

4. Post-Completion Covenants: Including non-compete and non-solicitation provisions if required

5. Tax Covenant: Detailed tax provisions if specific tax risks need to be addressed

6. Environmental Matters: Required for transactions involving industrial assets or potential environmental liabilities

7. Transitional Services: Required if seller will provide services to purchaser post-completion

8. Data Protection: Required if personal data is being transferred as part of the assets

9. Bank Guarantees: Required if purchase price includes bank guarantees or similar security

10. Anti-corruption Compliance: Required for high-risk industries or cross-border transactions

What schedules should be included in a Asset Sale Purchase Agreement?

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

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

3. Contracts Schedule: List of contracts being transferred

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

5. Intellectual Property Schedule: Details of all IP rights being transferred

6. Properties Schedule: Details of any real estate assets included in the sale

7. Completion Deliverables: List of all documents and items to be delivered at completion

8. Seller's Warranties: Detailed warranties given by the seller

9. Form of Transfer Instruments: Template documents for transferring specific assets

10. Purchase Price Adjustment Mechanism: Detailed calculation methods and examples for price adjustments

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

Jurisdiction

Switzerland

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Real Estate

Technology

Retail

Healthcare

Industrial

Energy

Financial Services

Automotive

Consumer Goods

Pharmaceuticals

Telecommunications

Agriculture

Construction

Professional Services

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Risk Management

Operations

Commercial

Tax

Compliance

Human Resources

Business Development

Strategy

Asset Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Development Director

Head of Mergers & Acquisitions

Finance Director

Business Development Manager

Commercial Director

Risk Manager

Corporate Lawyer

Transaction Manager

Integration Manager

Asset Manager

Operations Director

Industries
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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