Mortgage Purchase Agreement Template for Switzerland

A Swiss law-governed Mortgage Purchase Agreement is a comprehensive legal document that facilitates the transfer of mortgage rights and obligations from one financial institution to another. The agreement, governed by Swiss federal laws including the Civil Code and Code of Obligations, outlines the terms and conditions for purchasing existing mortgage loans, including purchase price, representations and warranties, and completion requirements. It incorporates specific Swiss regulatory requirements, particularly those from FINMA, and includes provisions for mortgage registration with cantonal authorities. The document addresses both the transfer of security interests and the underlying contractual rights associated with the mortgage.

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What is a Mortgage Purchase Agreement?

The Mortgage Purchase Agreement is a crucial document used in Swiss financial markets when one institution seeks to acquire mortgage rights from another. This comprehensive agreement, governed by Swiss law, is particularly relevant in scenarios such as portfolio restructuring, risk management, or strategic business decisions by financial institutions. The document details the terms of the mortgage transfer, purchase price, representations and warranties, and compliance with Swiss regulatory requirements, including FINMA regulations and cantonal registration procedures. It addresses both individual mortgage transfers and portfolio sales, incorporating necessary provisions for proper recording in the Swiss Land Registry. The agreement must comply with Swiss banking laws, financial regulations, and property transfer requirements, making it essential for financial institutions operating in the Swiss mortgage market.

What sections should be included in a Mortgage Purchase Agreement?

1. Parties: Identification of all parties to the agreement, including the seller (current mortgage holder), purchaser, and any relevant financial institutions

2. Background: Context of the transaction, including details of the existing mortgage and reason for the purchase

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including purchase price, payment mechanics, and closing conditions

5. Representations and Warranties: Statements of fact and assurances from both parties regarding their capacity, authority, and the mortgage's status

6. Conditions Precedent: Conditions that must be satisfied before completion of the purchase

7. Completion: Mechanics and requirements for closing the transaction, including timing and delivery requirements

8. Post-Completion Obligations: Actions required after closing, including notifications to relevant parties and registration requirements

9. Assignment and Transfer: Provisions governing the actual transfer of rights and obligations under the mortgage

10. Confidentiality: Obligations regarding confidential information and permitted disclosures

11. Data Protection: Provisions ensuring compliance with Swiss data protection laws

12. Notices: Communication procedures between parties

13. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes

14. Execution: Signature blocks and execution formalities

What sections are optional to include in a Mortgage Purchase Agreement?

1. Security Provisions: Additional security arrangements if required beyond the standard mortgage security

2. Portfolio Sale Provisions: Special provisions for cases where multiple mortgages are being purchased together

3. Regulatory Compliance: Specific provisions addressing particular regulatory requirements, especially for regulated entities

4. Third Party Rights: Provisions regarding the rights of any third parties affected by the transfer

5. Insurance: Special insurance requirements beyond standard property insurance

6. Tax Provisions: Specific tax arrangements or allocations between parties

7. Foreign Investment Provisions: Additional provisions required when the purchaser is a foreign entity (Lex Koller compliance)

8. Servicing Arrangements: Provisions for ongoing mortgage servicing if relevant

What schedules should be included in a Mortgage Purchase Agreement?

1. Schedule 1 - Mortgage Details: Detailed description of the mortgage(s) being purchased, including property details and current terms

2. Schedule 2 - Purchase Price Calculation: Detailed breakdown of the purchase price and any adjustments

3. Schedule 3 - Completion Requirements: Detailed list of documents and actions required for completion

4. Schedule 4 - Form of Transfer Documents: Templates for required transfer documentation

5. Schedule 5 - Existing Security Documents: Copies or details of existing security documentation

6. Appendix A - Property Documentation: Relevant property certificates and registration details

7. Appendix B - Due Diligence Reports: Summary of due diligence findings and reports

8. Appendix C - Regulatory Approvals: Copies of required regulatory approvals and licenses

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

Switzerland

Publisher

Genie AI

Document Type

Loan Agreement

Sector

Banking

Cost

Free to use

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