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The Prepaid Forward Purchase Agreement is a specialized financial instrument used when parties wish to lock in the future purchase/sale of assets with upfront payment. This document type is commonly used in Swiss financial markets for various purposes including corporate financing, asset monetization, and strategic investments. It requires careful consideration of Swiss financial regulations, particularly the Financial Market Infrastructure Act and Financial Services Act. The agreement typically includes detailed provisions on payment mechanics, settlement procedures, market disruption events, and early termination rights, all structured within the Swiss legal framework. It's particularly relevant when parties seek to combine forward exposure with immediate funding needs, often used by sophisticated financial institutions and corporate entities operating under Swiss jurisdiction.

1. Parties: Identification of the parties entering into the agreement

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

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase Obligation: Core transaction terms including the underlying asset, quantity, and forward price

5. Prepayment Terms: Details of the prepayment amount, timing, and payment mechanics

6. Settlement and Delivery: Provisions for physical or cash settlement at maturity

7. Conditions Precedent: Prerequisites that must be satisfied before the agreement becomes effective

8. Representations and Warranties: Standard and transaction-specific representations 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. Adjustment Events: Circumstances requiring adjustments to the transaction terms

12. Tax Provisions: Treatment of taxes, including withholding and gross-up provisions

13. Events of Default: Circumstances constituting default and consequences

14. Early Termination: Provisions for early termination and calculation of settlement amounts

15. Notices: Communication requirements and contact details

16. Governing Law and Jurisdiction: Choice of Swiss law and jurisdiction provisions

17. Miscellaneous: Standard boilerplate provisions including amendments, assignments, and severability