Loan Purchase Agreement for Switzerland

Loan Purchase Agreement Template for Switzerland

A Swiss law-governed Loan Purchase Agreement is a comprehensive legal document that facilitates the transfer of loan assets from one party (seller) to another (purchaser). The agreement is structured in accordance with Swiss legal requirements, particularly the Swiss Code of Obligations, and addresses key aspects such as the transfer of rights, obligations, and security interests associated with the loan. It includes detailed provisions for purchase price determination, representations and warranties, conditions precedent, and completion mechanics, while ensuring compliance with Swiss banking, financial, and data protection regulations.

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What is a Loan Purchase Agreement?

The Loan Purchase Agreement under Swiss law is utilized when one entity wishes to transfer existing loan assets to another entity, typically in the context of portfolio sales, debt trading, or strategic restructuring. This document is essential for financial institutions, investment firms, and corporations engaged in loan trading or portfolio management. The agreement must comply with Swiss legal requirements, particularly the Swiss Code of Obligations (OR) Articles 164-174 regarding assignment of claims, and address specific Swiss regulatory considerations including banking regulations and data protection laws. The document typically includes detailed provisions about the loans being transferred, purchase price mechanisms, representations about the loan quality, and procedures for executing the transfer in compliance with Swiss law requirements.

What sections should be included in a Loan Purchase Agreement?

1. Parties: Identification of the seller (current loan holder) and purchaser, including full legal names and addresses

2. Background: Context of the transaction, description of the existing loan(s), and purpose of the agreement

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

4. Sale and Purchase: Core provisions detailing the transfer of the loan(s), purchase price, and completion mechanics

5. Conditions Precedent: Prerequisites that must be satisfied before the purchase becomes effective

6. Completion: Timing and mechanics of the closing process, including payment and delivery requirements

7. Representations and Warranties: Statements of fact and assurances from both parties, particularly regarding the loan assets

8. Seller's Undertakings: Ongoing obligations of the seller, including cooperation in the transfer process

9. Transfer of Rights and Obligations: Detailed mechanics of transferring the loan, including notices and formalities under Swiss law

10. Purchase Price and Payment: Detailed provisions on price calculation, adjustments, and payment mechanisms

11. Taxes and Costs: Allocation of transaction taxes, stamp duties, and other costs

12. Confidentiality: Obligations regarding the confidential treatment of transaction information

13. Notices: Communication procedures between parties

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

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

What sections are optional to include in a Loan Purchase Agreement?

1. Security Transfer: Required when the loan includes security interests that need to be transferred

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

3. Data Protection: Required when personal data is involved, especially for consumer loans

4. Servicing Arrangements: Include when the seller will continue to service the loan post-transfer

5. Insurance: Required when insurance policies are associated with the loan

6. Currency Provisions: Include for loans in foreign currencies

7. Step-In Rights: Required when the purchaser needs rights to take over direct relationships with borrowers

8. True Sale Provisions: Include when need to establish that the transfer is a true sale rather than security

What schedules should be included in a Loan Purchase Agreement?

1. Schedule 1 - Loan Details: Detailed information about the loan(s) being purchased, including principal amounts, interest rates, and payment terms

2. Schedule 2 - Conditions Precedent Documents: List of required documents and conditions to be satisfied before completion

3. Schedule 3 - Completion Requirements: Detailed checklist of actions and deliverables required at completion

4. Schedule 4 - Form of Transfer Notice: Template for notices to be sent to borrowers regarding the transfer

5. Schedule 5 - Seller's Warranties: Detailed list of representations and warranties regarding the loan assets

6. Schedule 6 - Security Details: Details of any security interests associated with the loans

7. Schedule 7 - Form of Assignment: Template for formal assignment documentation required under Swiss law

8. Appendix A - Loan Documentation: Copies of original loan agreements and related documents

9. Appendix B - Due Diligence Reports: Summary of due diligence findings if applicable

Authors

Alex Denne

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

Jurisdiction

Switzerland

Publisher

Genie AI

Document Type

Loan Agreement

Sector

Banking

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Banking

Financial Services

Investment Management

Private Equity

Asset Management

Corporate Finance

Real Estate Finance

Insurance

Debt Collection

Credit Management

Relevant Teams

Legal

Finance

Treasury

Risk Management

Compliance

Credit Administration

Portfolio Management

Corporate Finance

Due Diligence

Transaction Management

Asset Management

Loan Operations

Deal Advisory

Relevant Roles

Chief Financial Officer

Legal Counsel

Finance Director

Portfolio Manager

Credit Risk Manager

Investment Manager

Treasury Manager

Compliance Officer

Due Diligence Officer

Transaction Manager

Loan Officer

Corporate Finance Manager

Asset Manager

Banking Relationship Manager

Senior Credit Analyst

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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