tiktok���˰�

The Promissory Note Purchase Agreement is utilized when parties wish to transfer ownership of a promissory note in Switzerland, whether for investment purposes, debt restructuring, or portfolio management. This document is essential in situations where a holder of a promissory note (the seller) wishes to transfer the note to another party (the purchaser) for consideration. The agreement ensures compliance with Swiss financial regulations and commercial law, particularly the Swiss Code of Obligations and relevant financial market regulations. It includes crucial details such as the purchase price, payment terms, representations about the note's validity, and transfer mechanics. This type of agreement is commonly used in commercial lending, private placements, and investment transactions, providing legal certainty and clear documentation of the transfer of rights associated with the promissory note.

1. Parties: Identification of the Seller and Purchaser of the promissory note, including full legal names and addresses

2. Background: Context of the transaction, including the existence of the promissory note and the parties' intention to enter into a purchase agreement

3. Definitions: Key terms used throughout the agreement, including 'Promissory Note', 'Purchase Price', 'Closing Date', etc.

4. Sale and Purchase: Core transaction terms including the agreement to sell and purchase the promissory note

5. Purchase Price and Payment: Specification of the purchase price, payment method, and timing

6. Closing: Details of when and how the transaction will be completed, including delivery of the note and payment

7. Representations and Warranties of Seller: Seller's confirmations regarding ownership, authority, and validity of the note

8. Representations and Warranties of Purchaser: Purchaser's confirmations regarding authority and capacity to purchase

9. Conditions Precedent: Requirements that must be met before the closing can occur

10. Indemnification: Provisions for compensation in case of breach or misrepresentation

11. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes

12. Notices: Process and addresses for formal communications between parties

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