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Asset Acquisition Agreement Template for Switzerland

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Key Requirements PROMPT example:

Asset Acquisition Agreement

"I need a Swiss law Asset Acquisition Agreement for purchasing manufacturing equipment and associated IP rights from a technology company, with completion planned for March 2025 and including provisions for employee transfers and post-closing technical support."

Document background
The Asset Acquisition Agreement serves as the primary transaction document for asset purchases in Switzerland, structured under Swiss law and particularly the Swiss Code of Obligations. It is used when a buyer wishes to acquire specific assets rather than shares in a company, allowing for greater flexibility in selecting particular assets and excluding unwanted liabilities. The agreement must comply with Swiss formal requirements, especially for real estate transfers, and includes provisions for asset transfer mechanics, purchase price adjustments, warranties, and regulatory compliance. It's particularly important to address Swiss-specific requirements regarding employee transfers (Art. 333 CO), data protection under FADP, and where applicable, Lex Koller restrictions for foreign buyers. The document typically includes detailed schedules listing assets, liabilities, and specific warranties, making it suitable for transactions ranging from simple asset purchases to complex business transfers.
Suggested Sections

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

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

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

4. Sale and Purchase: Core transaction terms including the assets being sold and purchase price

5. Purchase Price: Detailed price structure, payment terms, and any adjustments

6. Closing: Conditions precedent, closing mechanics, and timing

7. Seller's Warranties: Warranties regarding the assets, seller's capacity, and authority

8. Purchaser's Warranties: Warranties regarding purchaser's capacity and authority

9. Pre-Closing Obligations: Obligations of both parties between signing and closing

10. Post-Closing Obligations: Continuing obligations after closing

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

12. Confidentiality: Confidentiality obligations regarding the transaction and information

13. Notices: Format and delivery requirements for formal notices

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

15. General Provisions: Standard boilerplate provisions including amendments, assignment, and severability

Optional Sections

1. Employee Matters: Required when the acquisition includes transfer of employees

2. Intellectual Property Rights: Needed when IP assets are part of the acquisition

3. Real Estate: Required when real property is included in the assets

4. Environmental Matters: Necessary when acquiring assets with environmental implications

5. Data Protection: Required when personal data or customer databases are involved

6. Competition Law Compliance: Needed for larger transactions requiring merger control clearance

7. Tax Matters: Detailed tax provisions when specific tax structures or implications exist

8. Transition Services: Required when seller provides post-closing operational support

9. Non-Competition: Optional restrictions on seller's future competitive activities

Suggested Schedules

1. Schedule 1 - Asset List: Detailed inventory of all assets being transferred

2. Schedule 2 - Excluded Assets: List of specific assets excluded from the transaction

3. Schedule 3 - Purchase Price Calculation: Detailed breakdown of purchase price components

4. Schedule 4 - Seller's Warranties: Comprehensive list of seller's warranties

5. Schedule 5 - Closing Actions: Detailed list of actions required at closing

6. Schedule 6 - Form of Transfer Instruments: Templates for asset transfer documentation

7. Schedule 7 - Encumbrances: List of existing encumbrances on the assets

8. Schedule 8 - Required Consents: List of third-party consents required for the transfer

9. Schedule 9 - Transferred Contracts: List of contracts being transferred with the assets

10. Schedule 10 - Transferred Employees: List of employees transferring with the business (if applicable)

Authors

Alex Denne

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

Relevant legal definitions

























































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Relevant Industries

Manufacturing

Technology

Real Estate

Retail

Healthcare

Financial Services

Professional Services

Industrial

Energy

Transportation

Hospitality

Media and Entertainment

Agriculture

Construction

Telecommunications

Relevant Teams

Legal

Finance

Mergers & Acquisitions

Corporate Development

Operations

Risk & Compliance

Tax

Business Development

Due Diligence

Integration

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Lawyer

M&A Director

Business Development Director

Finance Director

Asset Manager

Operations Director

Integration Manager

Due Diligence Manager

Commercial Director

Risk Manager

Compliance Officer

Tax 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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