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The Pre Purchase Agreement serves as a crucial intermediate step in significant purchase transactions under Swiss law. It is commonly used when parties have agreed in principle to a purchase but need time to conduct due diligence, secure financing, or obtain necessary approvals before completing the final transaction. This document, while preliminary in nature, creates binding obligations under the Swiss Code of Obligations and typically includes provisions for deposit payments, exclusivity periods, and specific conditions that must be met before proceeding to the final purchase. It is particularly valuable in complex transactions involving real estate, business assets, or high-value equipment where detailed investigation and preparation are necessary before finalizing the purchase.

1. Parties: Identification and details of the seller and purchaser, including full legal names, addresses, and registration details for companies

2. Background: Context of the transaction, including brief description of the asset and parties' intention to enter into a future purchase agreement

3. Definitions: Key terms used throughout the agreement, ensuring consistent interpretation

4. Subject Matter: Detailed description of the asset to be purchased, including specifications, condition, and any relevant identifying information

5. Purchase Price and Payment Terms: Agreed purchase price, deposit amount, payment schedule, and payment methods

6. Conditions Precedent: Conditions that must be satisfied before the final purchase agreement is executed

7. Timeline and Execution: Timeline for satisfying conditions, conducting due diligence, and executing the final purchase agreement

8. Deposit Handling: Terms regarding the payment, holding, and potential refund or forfeiture of the deposit

9. Representations and Warranties: Basic representations by both parties regarding their capacity to enter into the agreement and preliminary warranties about the asset

10. Due Diligence: Framework for conducting due diligence, including access rights and information sharing

11. Termination: Circumstances under which the agreement can be terminated and consequences of termination

12. Confidentiality: Obligations regarding confidential information shared during the pre-purchase process

13. Notices: Process and contact details for formal communications between parties

14. Governing Law and Jurisdiction: Confirmation of Swiss law as governing law and jurisdiction for disputes

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