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The Mortgage Purchase Contract is a specialized agreement used in Switzerland when one financial institution wishes to sell a mortgage to another entity. This document is essential for mortgage portfolio management, allowing banks and financial institutions to transfer mortgage assets while ensuring compliance with Swiss banking regulations, property law, and financial market requirements. The contract must adhere to strict Swiss legal requirements, particularly those set out in the Swiss Civil Code (ZGB) and Code of Obligations (OR). It includes detailed provisions about the mortgage being transferred, the underlying property, purchase price, payment terms, and completion mechanics. The document is particularly important in scenarios involving portfolio restructuring, asset sales, or strategic realignment of mortgage holdings.

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

2. Background: Context of the transaction, description of the mortgage being sold, and brief details of the underlying property

3. Definitions: Definitions of key terms used throughout the agreement, including technical banking and mortgage-related terminology

4. Sale and Purchase: Core transaction terms including the identification of the mortgage being sold and purchase price

5. Purchase Price and Payment: Detailed provisions regarding the purchase price, payment method, and timing

6. Completion: Requirements and mechanics for completing the transfer, including documentation and registration requirements

7. Seller's Representations and Warranties: Representations about the mortgage, underlying property, borrower status, and seller's authority

8. Purchaser's Representations and Warranties: Representations about purchaser's authority and ability to complete the transaction

9. Transfer Mechanics: Process for transferring the Schuldbrief and associated rights

10. Further Assurance: Obligations to execute further documents and take additional steps if needed

11. Notices: Communication procedures between parties

12. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes

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