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Debt Assignment And Assumption Agreement
"I need a Debt Assignment and Assumption Agreement for transferring a corporate loan of €2.5 million from Deutsche Bank AG to Commerzbank AG, with the original debtor being Tech Solutions GmbH, to be effective from March 1, 2025."
1. Parties: Identification of all parties: Original Creditor (Assignor), New Creditor (Assignee), and Debtor
2. Background: Context of the original debt, reason for assignment, and confirmation that the debt exists and is assignable
3. Definitions: Definitions of key terms used throughout the agreement, including 'Debt', 'Assignment Date', 'Original Agreement', etc.
4. Assignment of Debt: Core provisions detailing the assignment of debt from Assignor to Assignee, including the specific amount and identification of the debt
5. Assumption of Debt: Provisions regarding the assumption of debt obligations by the Assignee and release of the Assignor
6. Consideration: Details of payment or other consideration for the assignment
7. Representations and Warranties: Statements by the Assignor regarding the validity and status of the debt
8. Debtor's Consent: Formal documentation of the Debtor's consent to the assignment and assumption
9. Further Assurance: Obligations to execute additional documents or take further actions if needed
10. Notices: Provisions for how formal communications between parties should be made
11. Governing Law and Jurisdiction: Confirmation of German law as governing law and jurisdiction for disputes
12. Execution: Signature blocks and execution formalities
1. Transfer of Security Interests: Required when the original debt is secured by collateral or guarantees that need to be transferred
2. Data Protection: Required when personal data is being transferred as part of the assignment
3. Regulatory Compliance: Required when the assignment involves regulated entities or activities
4. Tax Provisions: Required when there are specific tax implications that need to be addressed
5. Confidentiality: Optional section for protecting sensitive information when needed
6. Costs and Expenses: Optional section detailing who bears the costs of the assignment process
7. Partial Assignment: Required when only a portion of the debt is being assigned
8. Third Party Rights: Required when there are other parties with interests in the debt
1. Schedule 1 - Details of the Debt: Detailed description of the debt being assigned, including amount, interest rate, payment terms, and history
2. Schedule 2 - Original Debt Agreement: Copy or summary of the original agreement creating the debt
3. Schedule 3 - Security Documents: List and copies of any security documents related to the debt
4. Schedule 4 - Payment Instructions: Details of bank accounts and payment procedures for settling the assignment consideration
5. Appendix A - Form of Notice to Debtor: Template for formal notice to the debtor regarding the assignment
6. Appendix B - Form of Acknowledgment: Template for debtor's acknowledgment of the assignment
Authors
Assignment
Assignment Date
Assignor
Assignee
Business Day
Completion
Completion Date
Consideration
Debt
Debtor
Default Interest Rate
Effective Date
Encumbrance
Event of Default
Existing Security
Governing Law
Interest
Liabilities
Original Agreement
Original Creditor
Outstanding Amount
Party/Parties
Payment Date
Principal Amount
Related Rights
Relevant Period
Security
Security Documents
Signing Date
Transaction Documents
Transfer Documents
Working Day
Written Notice
Material Adverse Effect
Permitted Assignment
Representatives
Associated Rights
Confidential Information
Costs
Due Date
Payment Instructions
Regulatory Authority
Required Consents
Specified Account
Recitals
Definitions
Assignment
Assumption
Consideration
Representations and Warranties
Consent
Security Transfer
Payment Terms
Further Assurance
Data Protection
Confidentiality
Costs
Tax
Notices
Amendment
Severability
Force Majeure
Entire Agreement
Assignment Restrictions
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Indemnification
Regulatory Compliance
Documentation
Default
Remedies
Termination
Waiver
Good Faith
Banking and Financial Services
Investment Management
Corporate Finance
Real Estate
Manufacturing
Healthcare
Retail
Construction
Energy
Technology
Telecommunications
Professional Services
Legal
Finance
Treasury
Credit Management
Risk Management
Compliance
Corporate Development
Investment
Portfolio Management
Operations
Documentation
Deal Advisory
Chief Financial Officer
Finance Director
Treasury Manager
Credit Manager
Legal Counsel
Corporate Lawyer
Debt Collection Manager
Financial Controller
Risk Manager
Portfolio Manager
Investment Manager
Restructuring Officer
Account Manager
Compliance Officer
Business Development Manager
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