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Asset Sale And Purchase Agreement
"I need a Swiss law Asset Sale and Purchase Agreement for the sale of manufacturing equipment and associated IP rights from our Geneva-based subsidiary to a German buyer, with closing expected in March 2025 and including provisions for employee transfers and post-closing technical support."
1. Parties: Identification of seller and purchaser with full legal details
2. Background: Context of the transaction and brief description of the assets being sold
3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement
4. Sale and Purchase: Description of assets being sold and excluded assets
5. Purchase Price: Purchase price, payment terms, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before closing
7. Pre-Closing Obligations: Obligations of parties between signing and closing
8. Closing: Closing mechanics, deliverables, and timing
9. Post-Closing Obligations: Obligations after closing including transition services
10. Representations and Warranties: Seller's warranties regarding the assets and business
11. Indemnification: Indemnification obligations and limitations
12. Confidentiality: Confidentiality obligations of the parties
13. Notices: Process for formal communications between parties
14. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction provisions
15. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, etc.
1. Employee Matters: Required if employees are transferring with the assets (implements Art. 333 CO)
2. Intellectual Property Rights: Detailed section required if IP assets are a significant part of the transaction
3. Real Estate: Required if real property is part of the assets being transferred
4. Environmental Matters: Required if the assets include industrial properties or environmental risks
5. Competition Law Provisions: Required if the transaction requires merger control clearance
6. Tax Matters: Detailed tax provisions if complex tax implications exist
7. Bank Guarantees: Required if purchase price includes secured payments or guarantees
8. Transfer Restrictions: Required if there are specific restrictions on asset transfers
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 methodology for calculating final purchase price
4. Schedule 4 - Warranties: Detailed warranties given by the seller
5. Schedule 5 - Employees: List of transferring employees and their key employment terms
6. Schedule 6 - Contracts: List of contracts being transferred
7. Schedule 7 - Intellectual Property: Details of IP rights being transferred
8. Schedule 8 - Real Estate: Details of any real property included in the transaction
9. Schedule 9 - Closing Actions: Detailed list of actions required at closing
10. Schedule 10 - Form Documents: Templates for transfer documents required at closing
Authors
Manufacturing
Technology
Real Estate
Retail
Healthcare
Financial Services
Energy
Transportation
Hospitality
Professional Services
Media and Entertainment
Construction
Agriculture
Mining and Natural Resources
Telecommunications
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Operations
Commercial
Risk Management
Compliance
Business Development
Strategy
Treasury
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
Head of Mergers & Acquisitions
Financial Controller
Tax Director
Operations Director
Asset Manager
Commercial Director
Risk Manager
Compliance Officer
Business Development Manager
Strategy Director
Treasury Manager
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