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Prepaid Forward Purchase Agreement Template for Ireland

This document is a comprehensive financial agreement governed by Irish law that establishes the terms and conditions for a prepaid forward purchase transaction. It details the upfront payment mechanism, future delivery obligations, pricing structures, and risk allocation between parties. The agreement incorporates relevant Irish and EU regulatory requirements, including MiFID II compliance, and addresses key aspects such as payment terms, delivery specifications, default scenarios, and regulatory reporting obligations. It includes necessary provisions for Irish tax implications and ensures compliance with Irish financial services regulations while maintaining alignment with EU directives.

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What is a Prepaid Forward Purchase Agreement?

The Prepaid Forward Purchase Agreement is a specialized financial instrument used when a buyer wishes to secure future delivery of assets by making an upfront payment. This document type is particularly relevant in Irish jurisdiction and must comply with both Irish financial services law and EU regulations, including MiFID II. It's commonly used in commodities trading, financial services, and corporate transactions where parties seek to lock in future prices while managing cash flow and risk exposure. The agreement includes detailed provisions for payment mechanics, delivery obligations, regulatory compliance, and risk allocation. It's essential for transactions requiring certainty of future delivery while accommodating upfront payment structures, and typically involves sophisticated parties operating under Irish financial services regulatory framework.

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

1. Parties: Identification of the forward purchaser and forward seller, including registration details and addresses

2. Background: Context of the transaction, nature of the underlying asset, and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms, interpretation rules, and calculation conventions

4. Forward Purchase Obligation: Core transaction terms including purchase commitment, prepayment amount, and delivery obligations

5. Payment Terms: Details of the prepayment amount, payment method, and timing

6. Conditions Precedent: Conditions that must be satisfied before the agreement becomes effective

7. Delivery Terms: Specifications for delivery of the underlying asset, including timing, location, and method

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. Events of Default: Circumstances constituting default and corresponding remedies

11. Termination: Circumstances allowing early termination and consequences

12. Tax Provisions: Treatment of taxes, including withholding tax obligations

13. Regulatory Compliance: Compliance with applicable financial regulations and reporting requirements

14. Governing Law and Jurisdiction: Choice of Irish law and jurisdiction provisions

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

1. Intermediary Provisions: Required when brokers or other intermediaries are involved in the transaction

2. Hedging Obligations: Include when parties need to maintain specific hedging arrangements

3. Security Arrangements: Required when additional security or collateral is provided

4. Market Disruption: Include for transactions involving market-traded assets

5. Force Majeure: Optional provisions for extraordinary events affecting performance

6. Anti-Money Laundering Provisions: Detailed AML provisions when dealing with high-risk jurisdictions or entities

7. Additional Regulatory Requirements: Include when transaction falls under specific regulatory regimes

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

1. Asset Specifications: Detailed description and specifications of the underlying asset

2. Pricing and Valuation Mechanisms: Detailed methodology for price calculations and adjustments

3. Form of Notices: Template forms for various notices required under the agreement

4. Required Documentation: List and forms of required documentation for closing

5. Delivery Procedures: Detailed procedures for asset delivery and acceptance

6. Regulatory Compliance Checklist: Checklist of regulatory requirements and compliance procedures

7. KYC Requirements: Specific KYC documentation requirements and procedures

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

Jurisdiction

Ireland

Publisher

Genie AI

Document Type

Purchase Agreement

Cost

Free to use

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