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The Liability Transfer Agreement is a specialized contract used when one party wishes to transfer its existing liabilities to another party under Swiss law. This document is commonly employed in corporate restructurings, mergers and acquisitions, debt restructuring scenarios, or group reorganizations. It must comply with the Swiss Code of Obligations, particularly regarding debt assumption and transfer requirements. The agreement details the specific liabilities being transferred, consideration (if any), conditions precedent, and often requires creditor consent. It includes provisions for representations, warranties, and indemnities to protect all parties involved. The document is particularly crucial in ensuring a clear and legally enforceable transfer of obligations while maintaining compliance with Swiss regulatory requirements and banking regulations where applicable.

1. Parties: Identification of the transferor, transferee, and any other relevant parties (such as the original creditor if consent is required)

2. Background: Context of the liability transfer, including description of the original transaction or circumstances giving rise to the liability

3. Definitions: Key terms used throughout the agreement, including 'Liability', 'Transfer Date', 'Existing Agreements', etc.

4. Transfer of Liability: Core provision detailing the transfer of liability from transferor to transferee, including the exact scope and nature of liabilities being transferred

5. Consideration: Details of any payment or other consideration for the transfer of liability

6. Effective Date and Conditions Precedent: When the transfer becomes effective and any conditions that must be met before the transfer takes effect

7. Representations and Warranties: Standard representations about capacity to enter agreement, validity of liabilities, no defaults, etc.

8. Undertakings: Ongoing obligations of the parties, including cooperation in implementing the transfer

9. Further Assurance: Obligation to take additional steps necessary to perfect the transfer

10. Notices: How formal communications between parties should be made

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

12. Execution: Signature blocks and execution formalities