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1. Parties: Identification of the seller and purchaser of the debt, including their full legal names and registered addresses
2. Background: Context of the transaction, brief description of the debt portfolio, and the parties' intention to enter into the sale and purchase arrangement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including the agreement to sell and purchase the debt portfolio
5. Purchase Price and Payment: Details of the purchase price, payment mechanism, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion of the sale
7. Completion: Timing and mechanics of completion, including actions to be taken at completion
8. Seller's Representations and Warranties: Warranties regarding the debt portfolio, seller's authority, and capacity
9. Purchaser's Representations and Warranties: Warranties regarding purchaser's authority, capacity, and regulatory compliance
10. Transfer Mechanics: Process for transferring the debt, including notice requirements and documentation
11. Data Protection and Confidentiality: Obligations regarding handling of debtor information and general confidentiality provisions
12. Further Assurance: Obligations to take additional actions necessary to effect the transfer
13. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. True Sale Provisions: Specific provisions confirming the transaction as a true sale rather than a secured financing, used when clean transfer of title is crucial
2. Regulatory Compliance: Additional provisions regarding compliance with specific regulatory requirements, used when either party is regulated
3. Post-Completion Servicing: Terms regarding ongoing servicing of the debt portfolio, used when the seller will continue to service the debt
4. Buy-Back Provisions: Terms allowing or requiring the seller to repurchase certain debts, used when quality guarantees are important
5. Migration Provisions: Detailed process for migrating debt information and documents, used for complex portfolios
6. Third Party Consents: Provisions dealing with obtaining necessary third-party consents, used when such consents are required
7. Security Arrangements: Provisions regarding transfer of any security associated with the debts, used when debts are secured
1. Schedule 1 - Debt Portfolio Details: Detailed list and characteristics of the debts being sold
2. Schedule 2 - Form of Transfer Notice: Template notice to be sent to debtors informing them of the transfer
3. Schedule 3 - Completion Requirements: Detailed list of documents and actions required at completion
4. Schedule 4 - Seller's Power of Attorney: Form of power of attorney allowing purchaser to act in seller's name
5. Schedule 5 - Excluded Debts: List of any debts specifically excluded from the sale
6. Schedule 6 - Data Fields: Specification of data fields to be provided for each debt
7. Appendix A - Due Diligence Findings: Summary of due diligence findings and any identified issues
8. Appendix B - Pricing Methodology: Detailed explanation of how the purchase price was calculated
Assigned Rights
Business Day
Completion
Completion Date
Conditions Precedent
Cut-off Date
Data Protection Laws
Debt Documents
Debt Portfolio
Debtor
Default Interest
Encumbrance
Excluded Debts
Financial Records
HKMA
Hong Kong
HKD
Individual Debt
Insolvency Event
Legal Assignment
Material Adverse Effect
Originated Documents
Outstanding Balance
Payment Date
Personal Data
Portfolio Schedule
Purchase Price
Purchaser's Solicitors
Regulatory Authority
Related Rights
Relevant Consents
Security Interest
Seller's Account
Seller's Solicitors
Servicing Rights
Third Party Rights
Title Documents
Transfer Documents
Transfer Notice
True Sale
Underlying Security
Valuation Date
Warranties
Purchase Price
Payment Terms
Conditions Precedent
Completion
Representations and Warranties
Transfer and Assignment
Data Protection
Confidentiality
Regulatory Compliance
Further Assurance
True Sale
Security Interest
Notice Requirements
Post-Completion Obligations
Servicing Arrangements
Buy-Back Rights
Due Diligence
Information Delivery
Debt Documentation
Default
Remedies
Indemnification
Force Majeure
Assignment
Amendments
Notices
Severability
Entire Agreement
Third Party Rights
Counterparts
Costs and Expenses
Governing Law
Dispute Resolution
Banking
Financial Services
Asset Management
Debt Collection
Investment Management
Private Equity
Credit Services
Insurance
Commercial Lending
Consumer Finance
Legal
Finance
Risk Management
Compliance
Treasury
Credit Management
Portfolio Management
Operations
Due Diligence
Debt Collection
Asset Management
Transaction Management
Chief Financial Officer
Legal Counsel
Finance Director
Portfolio Manager
Risk Manager
Compliance Officer
Treasury Manager
Credit Manager
Investment Director
Operations Director
Chief Risk Officer
Debt Collection Manager
Asset Manager
Transaction Manager
Due Diligence Officer
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