A Note Purchase Agreement is a crucial document used in debt financing transactions where a company seeks to raise capital by issuing notes to one or more investors. Under Swiss law, this agreement must comply with specific requirements of the Swiss Code of Obligations and Swiss financial market regulations. The document is typically used when companies need medium to long-term financing and prefer debt over equity instruments. It contains detailed provisions regarding the notes' terms, purchase conditions, representations, warranties, covenants, and default scenarios. The agreement is particularly relevant for private placements of notes, as opposed to publicly traded bonds, and can be used for both secured and unsecured note issuances. The Swiss jurisdiction offers a stable and well-regulated environment for such transactions, with clear rules on enforcement and investor protection.
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1. Parties: Identification of the issuer and purchaser(s)
2. Background: Context of the transaction and purpose of the note issuance
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Purchase and Sale of Notes: Core terms of the purchase including principal amount, purchase price, and closing mechanics
5. The Notes: Description of the notes, including interest rate, maturity, and payment terms
6. Closing Conditions: Conditions precedent to the purchase of the notes
7. Representations and Warranties of the Issuer: Issuer's representations regarding its status, authority, and financial condition
8. Representations and Warranties of the Purchaser: Purchaser's representations regarding authority and investment intent
9. Covenants: Ongoing obligations of the issuer and purchaser
10. Events of Default: Circumstances constituting default and consequences
11. Miscellaneous: Standard provisions including notices, amendments, governing law, and jurisdiction
1. Security: Terms of any security or collateral securing the notes
2. Guarantee: Terms of any guarantee provided for the notes
3. Registration Rights: Rights regarding registration of the notes if transferable
4. Redemption: Optional or mandatory redemption provisions
5. Subordination: Terms of subordination to other indebtedness if applicable
6. Tax Provisions: Specific tax-related provisions including gross-up obligations
7. Collective Action Clauses: Provisions for decision-making among multiple noteholders
1. Form of Note: Template of the actual note certificate or instrument
2. Funding Instructions: Payment and bank account details for purchase price
3. Disclosure Schedule: Exceptions to representations and warranties
4. Corporate Authorization: Evidence of corporate approvals and authority
5. Security Documents: If applicable, documents creating and perfecting security
6. Form of Transfer Certificate: Template for transferring notes if transferable
7. Financial Covenants Calculations: Detailed methodology for financial covenant calculations
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