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A Prepaid Forward Purchase Agreement is utilized when parties wish to establish a contractual framework for the future purchase and sale of assets with an upfront payment component. This document type is particularly relevant in scenarios involving commodities, securities, or other financial instruments where the buyer wishes to secure future delivery while providing immediate funding to the seller. Under Austrian law, these agreements must comply with the Austrian Civil Code (ABGB), Securities Supervision Act (WAG 2018), and other relevant financial regulations. The agreement typically includes detailed provisions on pricing mechanisms, delivery terms, market disruption events, and settlement procedures, while incorporating necessary regulatory compliance elements specific to the Austrian jurisdiction. The document is structured to address various market scenarios and provide clear risk allocation between the parties, making it a crucial instrument for financial institutions, trading companies, and corporate entities engaged in forward-looking transactions.

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

2. Background: Context of the transaction, relationship between parties, and purpose of the agreement

3. Definitions: Key terms used throughout the agreement, including financial terms, dates, and technical references

4. Purchase and Sale: Core transaction terms including the asset to be purchased, prepayment amount, and final purchase price

5. Payment Terms: Details of the prepayment, any adjustments, and final settlement mechanics

6. Delivery Terms: Specifications for the delivery of the underlying asset, including timing and method

7. Conditions Precedent: Prerequisites that must be satisfied before obligations become effective

8. Representations and Warranties: Standard and transaction-specific assertions by both parties

9. Covenants: Ongoing obligations of the parties during the term of the agreement

10. Market Disruption Events: Provisions dealing with market disturbances and their consequences

11. Early Termination: Circumstances allowing early termination and associated procedures

12. Default and Remedies: Events of default and available remedies

13. Taxes and Expenses: Allocation of tax obligations and transaction costs

14. Notices: Communication procedures between parties

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

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