Promissory Note Purchase And Sale Agreement for Australia

Promissory Note Purchase And Sale Agreement Template for Australia

This agreement governs the sale and purchase of promissory notes under Australian law, facilitating the transfer of debt instruments between parties. It sets out the terms and conditions for the purchase, including purchase price, representations and warranties, closing conditions, and transfer mechanics. The agreement ensures compliance with Australian financial services regulations, including the Corporations Act 2001 (Cth) and related legislation, while providing a clear framework for the transfer of promissory notes and associated rights. It includes provisions for due diligence, payment terms, and remedies in case of default.

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What is a Promissory Note Purchase And Sale Agreement?

A Promissory Note Purchase And Sale Agreement is utilized when one party wishes to sell and another party wishes to purchase existing promissory notes, which are written promises to pay a specified sum of money under defined terms. This document is essential in Australian financial markets for documenting the transfer of debt instruments, whether in primary or secondary market transactions. It becomes necessary when businesses or individuals want to monetize their receivables, restructure debt obligations, or invest in debt instruments. The agreement must comply with Australian financial services laws, including the Corporations Act 2001 (Cth) and the Personal Property Securities Act 2009. It typically includes detailed information about the notes being transferred, purchase price calculations, representations about the validity of the notes, and the mechanics of the transfer.

What sections should be included in a Promissory Note Purchase And Sale Agreement?

1. Parties: Identification of the seller(s) and purchaser(s) of the promissory notes

2. Background: Context of the transaction and brief description of the promissory notes being sold

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including the notes being sold and purchase price

5. Purchase Price and Payment: Details of the purchase price, payment method, and timing

6. Closing: Conditions precedent, closing mechanics, and delivery requirements

7. Representations and Warranties of Seller: Seller's assertions about the notes, ownership, and authority to sell

8. Representations and Warranties of Purchaser: Purchaser's assertions about authority and capacity to purchase

9. Transfer and Assignment: Mechanics of transferring the notes and associated rights

10. Default and Remedies: Events of default and available remedies

11. Notices: How and where formal notices must be given

12. General Provisions: Standard boilerplate provisions including governing law, amendments, and counterparts

What sections are optional to include in a Promissory Note Purchase And Sale Agreement?

1. Security Arrangements: Required if the notes are secured by collateral or if additional security is being provided

2. Servicing Provisions: Needed if ongoing servicing of the notes is required post-sale

3. Regulatory Compliance: Required for regulated entities or if specific regulatory requirements apply

4. Multiple Seller Provisions: Needed when there are multiple sellers with different obligations

5. Further Assurances: Optional section for additional cooperation requirements post-closing

6. Tax Matters: Required if specific tax allocations or requirements need to be addressed

7. Confidentiality: Optional if specific confidentiality provisions are needed beyond general provisions

What schedules should be included in a Promissory Note Purchase And Sale Agreement?

1. Schedule A - Promissory Note Details: List and details of each promissory note being sold including principal amounts, interest rates, and maturity dates

2. Schedule B - Purchase Price Calculation: Detailed calculation of purchase price including any adjustments or discounts

3. Schedule C - Form of Transfer Documents: Forms of assignment and other transfer documentation

4. Schedule D - Closing Deliverables: Detailed list of all documents required at closing

5. Appendix 1 - Copy of Promissory Notes: Copies of all promissory notes being sold

6. Appendix 2 - Security Documentation: If applicable, copies of security agreements or collateral documentation

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 | Serial Founder & Legal AI Author

Jurisdiction

Australia

Publisher

Genie AI

Sector

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Banking

Investment Management

Private Equity

Real Estate

Commercial Lending

Asset Management

Corporate Finance

Small Business Finance

Debt Collection

Relevant Teams

Legal

Finance

Treasury

Credit

Risk Management

Compliance

Investment

Portfolio Management

Operations

Documentation

Relevant Roles

Chief Financial Officer

Treasury Manager

Finance Director

Legal Counsel

Investment Manager

Portfolio Manager

Credit Manager

Financial Controller

Debt Collection Manager

Risk Manager

Compliance Officer

Transaction Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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