Bulk Sale Agreement Template for Switzerland

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Key Requirements PROMPT example:

Bulk Sale Agreement

"Need a Bulk Sale Agreement under Swiss law for the sale of our manufacturing facility and equipment in Geneva to ABC Manufacturing AG, including specific provisions for environmental compliance and hazardous material handling, with closing planned for March 2025."

Document background
The Bulk Sale Agreement is a specialized commercial contract used when a substantial portion of business assets are being transferred from one entity to another in Switzerland. This type of agreement is particularly relevant when companies are divesting non-core assets, restructuring operations, or acquiring specific business units without a full company acquisition. The document must comply with Swiss commercial law, particularly the Swiss Code of Obligations, and includes detailed provisions for asset identification, valuation, transfer mechanisms, and associated liabilities. The agreement typically covers various assets such as inventory, equipment, intellectual property, and contracts, while addressing specific Swiss regulatory requirements regarding employee rights, tax implications, and commercial registry obligations. A Bulk Sale Agreement is essential for ensuring legal certainty in complex asset transfers and protecting both parties' interests under Swiss law.
Suggested Sections

1. Parties: Identification of the seller and buyer, including full legal names, registration numbers, and addresses

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

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms, including description of assets being sold and purchase price

5. Purchase Price and Payment: Detailed payment terms, including method, timing, and any adjustments

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

7. Seller's Representations and Warranties: Warranties regarding ownership, condition of assets, and other material aspects

8. Buyer's Representations and Warranties: Warranties regarding authority to purchase and financial capacity

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

10. Transfer of Assets: Mechanics and timing of asset transfer

11. Employees: Treatment of employees and related obligations under Swiss law

12. Taxes: Tax obligations and allocations between parties

13. Confidentiality: Confidentiality obligations regarding the transaction and business information

14. Notices: Process for formal communications between parties

15. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction

16. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments

Optional Sections

1. Post-Closing Covenants: Used when ongoing obligations exist after closing, such as transition services or non-compete provisions

2. Intellectual Property: Required when IP assets are a significant part of the sale

3. Environmental Matters: Necessary when the assets include real property or operations with environmental implications

4. Data Protection: Required when personal data or customer databases are part of the transferred assets

5. Financing Cooperation: Included when buyer requires seller's cooperation for transaction financing

6. Competition Law Compliance: Required for larger transactions that may have competition law implications

7. Third Party Consents: Necessary when key contracts or licenses require third party approval for transfer

Suggested Schedules

1. Schedule 1 - Asset Register: Detailed list of all assets included in the sale

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

3. Schedule 3 - Purchase Price Allocation: Breakdown of purchase price across asset categories

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

5. Schedule 5 - Material Contracts: List of key contracts being transferred

6. Schedule 6 - Intellectual Property: Details of all IP rights included in the sale

7. Schedule 7 - Required Consents: List of third-party consents required for closing

8. Schedule 8 - Encumbrances: List of any existing liens or encumbrances on the assets

9. Appendix A - Form of Transfer Instruments: Templates for asset transfer documentation

10. Appendix B - Closing Checklist: List of all documents and actions required for closing

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

Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Retail

Wholesale

Distribution

Industrial

Automotive

Consumer Goods

Pharmaceuticals

Food and Beverage

Electronics

Machinery

Logistics

Warehousing

Construction Materials

Textiles

Relevant Teams

Legal

Finance

Operations

Mergers & Acquisitions

Business Development

Tax

Compliance

Risk Management

Procurement

Asset Management

Corporate Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Commercial Director

Head of Mergers & Acquisitions

Business Development Director

Corporate Lawyer

Finance Director

Operations Director

Asset Manager

Procurement Manager

Tax Director

Risk Manager

Compliance Officer

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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