The Loan Sale Agreement under Swiss law is used when one party wishes to sell and transfer its rights and obligations under one or more loan agreements to another party. This document is essential for loan portfolio transactions, debt trading, or strategic restructuring of loan assets. It addresses key aspects including the transfer mechanics under Swiss law, particularly the requirements of Articles 164-174 of the Swiss Code of Obligations regarding assignment of claims, purchase price determination and payment, representations and warranties, and completion mechanics. The agreement is particularly relevant for regulated financial institutions in Switzerland but is also used by other entities engaged in loan trading. It must comply with Swiss banking regulations, data protection laws, and other relevant regulatory requirements. The document typically includes detailed schedules identifying the loans being transferred and associated rights, security interests, and documents.

1. Parties: Identification of the seller and purchaser of the loan(s)

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

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

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

5. Completion: Mechanics and timing of the transfer, including conditions precedent and completion requirements

6. Assignment and Transfer: Legal mechanisms for transferring the loans under Swiss law, including notification requirements

7. Purchase Price and Payment: Detailed terms of consideration and payment mechanics

8. Seller's Representations and Warranties: Representations regarding the loans, seller's authority, and loan documentation

9. Purchaser's Representations and Warranties: Representations regarding purchaser's authority and capacity

10. Pre-Completion Obligations: Obligations of parties between signing and completion

11. Post-Completion Obligations: Ongoing obligations after completion, including document handling and borrower communications

12. Costs and Expenses: Allocation of transaction costs and expenses

13. Confidentiality: Confidentiality obligations and permitted disclosures

14. Data Protection: Compliance with Swiss data protection laws regarding borrower information

15. Notices: Process for formal communications between parties

16. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction provisions

17. Miscellaneous: Standard boilerplate provisions including severability, amendments, etc.