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Prepaid Forward Purchase Agreement for Switzerland

Prepaid Forward Purchase Agreement Template for Switzerland

A Swiss law-governed agreement that documents a forward purchase transaction where the buyer pays the purchase price upfront (at inception or in installments) in exchange for future delivery of assets or cash settlement. The agreement is structured under Swiss legal framework, particularly the Swiss Code of Obligations and financial market regulations, and includes detailed provisions for settlement mechanics, market disruption events, adjustments, and early termination rights. It incorporates specific Swiss law requirements for financial instruments and considers local regulatory compliance obligations.

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What is a Prepaid Forward Purchase Agreement?

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.

What sections should be included in a Prepaid Forward Purchase Agreement?

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

What sections are optional to include in a Prepaid Forward Purchase Agreement?

1. Credit Support: Required when parties agree to collateral arrangements or guarantees

2. Regulatory Compliance: Needed when either party is subject to specific regulatory requirements

3. Price Source Disruption: Required when settlement depends on external price sources

4. Additional Tax Representations: Include when parties are subject to specific tax regimes or FATCA/CRS requirements

5. Break Clauses: Optional provisions allowing parties to terminate on specific dates

6. Market-making Provisions: Required when one party agrees to provide liquidity or market-making services

7. Netting Provisions: Include when parties have multiple transactions and want to enable payment netting

What schedules should be included in a Prepaid Forward Purchase Agreement?

1. Schedule 1 - Transaction Terms: Detailed economic terms including pricing, dates, and settlement details

2. Schedule 2 - Calculation Methods: Formulas and procedures for calculating payments and adjustments

3. Schedule 3 - Settlement Procedures: Detailed procedures for physical or cash settlement

4. Schedule 4 - Form of Confirmation: Template for transaction confirmations

5. Schedule 5 - Account Details: Payment and delivery account information

6. Appendix A - Risk Disclosures: Required risk warnings and disclosures

7. Appendix B - Tax Forms: Required tax documentation and forms

8. Appendix C - KYC Documentation: Required know-your-customer and due diligence documentation

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Switzerland

Publisher

Ƶ

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions












































Clauses








































Relevant Industries

Banking and Financial Services

Investment Banking

Corporate Finance

Asset Management

Commodities Trading

Securities Trading

Energy

Mining

Manufacturing

Private Equity

Relevant Teams

Legal

Finance

Treasury

Trading

Risk Management

Compliance

Operations

Corporate Finance

Investment Banking

Portfolio Management

Relevant Roles

Chief Financial Officer

Treasury Manager

Investment Banker

Structured Products Lawyer

Legal Counsel

Risk Manager

Trading Manager

Portfolio Manager

Compliance Officer

Finance Director

Corporate Finance Manager

Investment Director

Derivatives Trader

Financial Controller

Transaction Manager

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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