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1. Parties: Identification of the transferor (current liability holder) and transferee (party accepting the liability), including full legal names and registered addresses
2. Background: Context of the existing liability, its origin, and the reason for the transfer
3. Definitions: Key terms used throughout the agreement, including 'Liability', 'Effective Date', 'Original Agreement', etc.
4. Transfer of Liability: Core provision detailing the specific liabilities being transferred and the mechanism of transfer
5. Consideration: Details of any payment or other consideration for the transfer
6. Effective Date: When the transfer becomes effective and any conditions precedent
7. Representations and Warranties: Standard declarations by both parties regarding their capacity and authority to enter into the agreement
8. Indemnities: Provisions for mutual or unilateral indemnification related to the transferred liabilities
9. Notices: How formal communications between parties should be made
10. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction for disputes
11. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Third Party Consents: Required when the original liability involves obligations to third parties whose consent is needed for the transfer
2. Regulatory Approvals: Needed when the transfer requires regulatory oversight or approval
3. Security Arrangements: Used when additional security or guarantees are provided for the transferred liability
4. Transitional Provisions: Required when the transfer needs to be implemented in phases or requires operational transition
5. Tax Provisions: Included when there are specific tax implications that need to be addressed
6. Confidentiality: Optional section when the transfer involves sensitive information not already covered by existing confidentiality agreements
1. Schedule 1 - Details of Liability: Detailed description of the liability being transferred, including quantum, timing, and any conditions
2. Schedule 2 - Original Agreements: List and/or copies of the original agreements giving rise to the liability
3. Schedule 3 - Required Consents: List of third-party consents required and their status
4. Schedule 4 - Security Documents: Details of any security arrangements or guarantees
5. Appendix A - Form of Notice: Template for notifying relevant third parties of the transfer
6. Appendix B - Completion Documents: List of documents required to be delivered at completion
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