Promissory Note Purchase Agreement for the United Kingdom

Promissory Note Purchase Agreement Template for England and Wales

A legally binding agreement governed by English and Welsh law that documents the sale and purchase of a promissory note between two parties. The agreement sets out the terms of the transfer, including purchase price, representations and warranties, and conditions precedent to closing. It includes provisions for the legal transfer of rights under the note, any associated security interests, and compliance with relevant financial regulations.

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What is a Promissory Note Purchase Agreement?

A Promissory Note Purchase Agreement is used when one party wishes to sell their interest in a promissory note to another party. This document, governed by English and Welsh law, is essential for documenting the terms of such transfers, particularly in commercial and financial contexts. It covers crucial aspects such as purchase price, payment terms, representations about the note's validity, and transfer mechanics. The agreement ensures compliance with the Bills of Exchange Act 1882 and relevant financial regulations, while providing legal certainty for both buyer and seller.

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

1. Parties: Identification of the buyer and seller of the promissory note

2. Background: Context of the transaction and existing promissory note details

3. Definitions: Key terms used throughout the agreement

4. Purchase and Sale: Core terms of the purchase including price and payment terms

5. Representations and Warranties: Statements of fact about the note and parties' authority

6. Closing Conditions: Conditions precedent to completion of the purchase

7. Transfer and Assignment: Mechanics of transferring the note

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

1. Security Provisions: Details of any security backing the note - include when the note is secured by collateral

2. Regulatory Compliance: Specific regulatory requirements - include when the note falls under regulated activities

3. Tax Provisions: Tax treatment and obligations - include when specific tax considerations apply

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

1. Form of Promissory Note: Copy of the actual promissory note being purchased

2. Transfer Documents: Forms and notices required for the transfer

3. Security Documents: Details of any security arrangements

4. Payment Schedule: Schedule of payments under the note

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

England and Wales

Publisher

Genie AI

Document Type

Promissory Note

Sector

Banking

Cost

Free to use
Clauses
Industries

Bills of Exchange Act 1882: Primary legislation governing promissory notes in England and Wales, defining legal framework and requirements for negotiable instruments

Financial Services and Markets Act 2000: Establishes regulatory framework for financial services and markets in the UK, including requirements for regulated activities

Consumer Credit Act 1974: Regulates consumer credit agreements and may apply if the promissory note involves consumer credit arrangements

Law of Property Act 1925: Fundamental property law legislation that may affect security interests and property rights in relation to the note

FCA Regulations: Financial Conduct Authority regulations governing financial instruments and regulated activities in the UK

Regulated Activities Order (RAO): Specifies which activities require FCA authorization and regulation in the UK financial sector

Money Laundering Regulations 2017: Sets out anti-money laundering requirements and due diligence procedures for financial transactions

English Common Law - Contract Principles: Fundamental principles of contract formation, interpretation, and enforcement under English law

Unfair Contract Terms Act 1977: Regulates unfair terms in contracts and limits the extent to which liability can be excluded

Misrepresentation Act 1967: Governs remedies for misrepresentation in contract formation and negotiations

Companies Act 2006: Primary legislation governing company operations and corporate entities' involvement in financial instruments

Sale of Goods Act 1979: May apply principles relevant to the transfer and assignment of rights under the promissory note

Law of Property (Miscellaneous Provisions) Act 1989: Contains provisions affecting formal requirements for certain types of contracts and property transactions

Consumer Rights Act 2015: Protects consumer interests and may apply if the promissory note involves consumer transactions

Unfair Terms in Consumer Contracts Regulations 1999: Protects consumers against unfair standard terms in contracts

Sanctions and Anti-Money Laundering Act 2018: Provides framework for UK sanctions and anti-money laundering measures post-Brexit

UK GDPR: Regulates the processing and handling of personal data in the UK post-Brexit

Data Protection Act 2018: Implements and supplements UK GDPR, providing framework for data protection in the UK

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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