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Prepaid Forward Purchase Agreement for Malaysia

Prepaid Forward Purchase Agreement Template for Malaysia

This agreement template is designed for use under Malaysian law and governs prepaid forward purchase transactions where one party makes an advance payment for assets to be delivered at a future date. The document incorporates key provisions required under Malaysian financial regulations, including the Capital Markets and Services Act 2007 and Financial Services Act 2013, while addressing essential elements such as payment terms, delivery obligations, default scenarios, and settlement mechanisms. It includes comprehensive provisions for both physical and cash settlement options, risk allocation, and regulatory compliance requirements specific to the Malaysian jurisdiction.

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What is a Prepaid Forward Purchase Agreement?

The Prepaid Forward Purchase Agreement is a specialized financial instrument used when parties wish to structure a transaction involving advance payment for future delivery of assets. This document is specifically tailored for use under Malaysian law and incorporates relevant regulatory requirements from Malaysian financial services legislation. It is commonly used in commodities trading, financial services, and other commercial sectors where parties seek to lock in prices and manage supply chain or investment risks. The agreement includes comprehensive provisions covering payment mechanisms, delivery obligations, risk allocation, default scenarios, and settlement procedures. It can be adapted for various underlying assets and includes options for both physical and cash settlement, making it suitable for different commercial arrangements while ensuring compliance with Malaysian regulatory requirements.

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

1. Parties: Identification of the buyer and seller, including their legal status and addresses

2. Background: Context of the transaction and relationship between parties

3. Definitions: Key terms used throughout the agreement, including financial and technical terms

4. Purchase and Sale Obligation: Core agreement to sell and purchase the underlying asset, including prepayment terms

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

6. Delivery Obligations: Terms regarding the future delivery of the underlying asset

7. Representations and Warranties: Standard and transaction-specific representations by both parties

8. Covenants: Ongoing obligations of the parties during the contract term

9. Events of Default: Circumstances constituting default and consequences

10. Termination: Termination events and procedures

11. Governing Law and Jurisdiction: Choice of Malaysian law and jurisdiction provisions

12. Notices: Communication procedures between parties

13. General Provisions: Standard boilerplate clauses including amendments, assignments, and severability

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

1. Physical Settlement Provisions: Detailed procedures for physical delivery when applicable

2. Cash Settlement Provisions: Alternative cash settlement procedures if physical delivery is not required

3. Intermediary Provisions: Terms relating to any custodians or clearing houses involved

4. Market Disruption Events: Procedures for handling market disruptions affecting the underlying asset

5. Tax Provisions: Specific tax handling and gross-up provisions if relevant

6. Regulatory Compliance: Additional compliance requirements for regulated assets or parties

7. Security Arrangements: Any collateral or security requirements for the transaction

8. Force Majeure: Provisions for handling events beyond parties' control

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

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

2. Pricing and Valuation Methodology: Methods for calculating various price-related elements

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

4. Delivery Procedures: Detailed procedures for asset delivery or settlement

5. Required Documents: List and forms of documents required for closing

6. Calculation Agent Provisions: Detailed terms regarding calculation agent's role and responsibilities

7. Contact Details: Detailed contact information for all relevant parties and representatives

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

Malaysia

Publisher

Genie AI

Document Type

Purchase Agreement

Cost

Free to use

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