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Debt Assumption Agreement
"I need a Debt Assumption Agreement under Austrian law for our subsidiary company to take over a €5 million corporate loan from our parent company, with the transfer to be effective from March 1, 2025, and the original bank's consent needs to be included."
1. Parties: Identification of the original debtor, the assuming party (new debtor), and the creditor
2. Background: Description of the original debt obligation and the context for the assumption
3. Definitions: Definitions of key terms used throughout the agreement
4. Debt Assumption: Core provision detailing the assumption of debt, including the exact amount and nature of the debt being assumed
5. Effective Date: Specification of when the debt assumption becomes effective
6. Representations and Warranties: Statements by the assuming party regarding their capacity and authority to assume the debt
7. Original Debtor's Obligations: Clarification of the original debtor's position post-assumption
8. Creditor's Consent: Expression of the creditor's agreement to the debt assumption
9. Governing Law and Jurisdiction: Confirmation of Austrian law as governing law and jurisdiction details
10. Notices: Communication procedures between parties
11. Execution: Signature blocks and execution requirements
1. Security Arrangements: Details of any security or collateral provided by the assuming party, used when additional security is required
2. Conditions Precedent: Any conditions that must be met before the assumption becomes effective, included when there are specific prerequisites
3. Original Debtor's Warranties: Warranties about the debt and related circumstances, included when verification of debt details is crucial
4. Joint and Several Liability: Provisions for shared liability, used when the original debtor retains some responsibility
5. Assignment and Transfer: Restrictions or permissions regarding future transfers, included when parties want to control future transfers
6. Tax Provisions: Allocation of tax responsibilities, included when tax implications are significant
7. Regulatory Compliance: Additional compliance requirements, included when the assumption involves regulated entities
8. Dispute Resolution: Alternative dispute resolution procedures, included when parties prefer arbitration or mediation
1. Schedule 1 - Debt Details: Detailed description of the debt being assumed, including amount, interest rates, and payment terms
2. Schedule 2 - Payment Schedule: Timeline and terms for debt repayment by the assuming party
3. Schedule 3 - Security Details: Description of any security or collateral arrangements
4. Appendix A - Original Debt Agreement: Copy of the original debt agreement referenced in the assumption
5. Appendix B - Corporate Authorizations: Relevant corporate approvals and authorizations for the assumption
Authors
Assumption Date
Assumed Debt
Business Day
Closing Date
Creditor
Default Interest Rate
Effective Date
Encumbrance
Event of Default
Existing Security
Governmental Authority
Interest Period
Material Adverse Effect
New Security
Original Debt Agreement
Original Debtor
Outstanding Amount
Party/Parties
Payment Date
Permitted Encumbrances
Related Documents
Repayment Schedule
Security
Security Documents
Signing Date
Taxes
Transaction Documents
Working Day
Debt Assumption
Payment Terms
Consent
Representations and Warranties
Security
Release
Conditions Precedent
Covenants
Default
Interest
Tax
Costs and Expenses
Notices
Assignment
Amendment
Severability
Waiver
Entire Agreement
Counterparts
Third Party Rights
Confidentiality
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Banking and Financial Services
Real Estate
Construction
Manufacturing
Retail
Energy
Infrastructure
Healthcare
Telecommunications
Professional Services
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Development
Mergers & Acquisitions
Credit Management
Corporate Secretariat
Business Development
Chief Financial Officer
Finance Director
Legal Counsel
Corporate Lawyer
Risk Manager
Treasury Manager
Financial Controller
Credit Manager
Debt Restructuring Specialist
Corporate Secretary
Business Development Director
Mergers & Acquisitions Manager
Account Manager
Compliance Officer
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