The Promissory Note Purchase Agreement is a critical document used in UAE financial and commercial transactions where one party seeks to acquire promissory notes from another party. This agreement is particularly relevant in trade finance, debt trading, and corporate financing scenarios where promissory notes are used as financial instruments. The document must comply with UAE Federal Law No. 18 of 1993 (Commercial Transactions Law) and related financial regulations, making it essential for transactions involving UAE-based parties or UAE-governed promissory notes. The agreement typically includes detailed provisions about the notes being purchased, purchase price, payment terms, representations about the validity of the notes, and enforcement mechanisms. It's commonly used in situations involving debt restructuring, financing arrangements, or when companies seek to monetize their receivables represented by promissory notes.

1. Parties: Identification of the seller and purchaser of the promissory notes, including their full legal names, registration details, and addresses

2. Background: Context of the transaction, including the existence of the promissory notes and the parties' intention to enter into a purchase arrangement

3. Definitions: Key terms used throughout the agreement, including technical and financial terms specific to promissory notes and their purchase

4. Purchase and Sale: Core transaction terms including the commitment to sell and purchase the promissory notes, purchase price, and completion mechanics

5. Purchase Price and Payment Terms: Detailed breakdown of the purchase price, payment schedule, and method of payment

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

7. Representations and Warranties: Statements of fact and assurances from both parties, particularly regarding the validity and enforceability of the promissory notes

8. Covenants: Ongoing obligations of the parties, including any requirements for the maintenance of the promissory notes' validity

9. Events of Default: Circumstances constituting default and their consequences

10. Transfer and Assignment: Terms governing the transfer of the promissory notes and any restrictions on further assignment

11. Notices: Process and requirements for formal communications between parties

12. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for dispute resolution

13. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments