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1. Parties: Identification of the seller and purchaser of the promissory note
2. Background: Context of the transaction, including details about the original promissory note and reason for the purchase
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Purchase and Sale: Core terms of the purchase including purchase price and payment terms
5. Closing: Details of the closing process, timing, and deliverables
6. Representations and Warranties of Seller: Seller's representations regarding ownership, authority, and status of the promissory note
7. Representations and Warranties of Purchaser: Purchaser's representations regarding authority and capacity to purchase
8. Conditions Precedent: Conditions that must be satisfied before closing
9. Covenants: Ongoing obligations of the parties
10. Indemnification: Terms of indemnification between parties
11. Notices: Process and requirements for giving notices under the agreement
12. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction
13. General Provisions: Standard boilerplate provisions including amendments, assignments, and severability
1. Security Arrangements: Include when additional security is provided for the purchase price
2. Tax Matters: Include when specific tax arrangements or allocations need to be addressed
3. Regulatory Compliance: Include when specific regulatory requirements need to be addressed
4. Transfer Restrictions: Include when there are specific restrictions on further transfer of the note
5. Events of Default: Include when specific events of default and remedies need to be defined
6. Confidentiality: Include when specific confidentiality provisions are required
7. Third Party Rights: Include when rights of third parties need to be addressed under the Contract (Rights of Third Parties) Ordinance
1. Form of Promissory Note: Copy or form of the promissory note being purchased
2. Closing Checklist: List of documents and actions required for closing
3. Form of Transfer Instrument: Form of document effecting transfer of the promissory note
4. Due Diligence Documents: List of due diligence documents provided by seller
5. Payment Schedule: If payment is in installments, schedule of payment dates and amounts
6. Required Consents: List of required third-party or regulatory consents
7. Disclosure Schedule: Exceptions or qualifications to representations and warranties
Business Day
Closing
Closing Date
Conditions Precedent
Confidential Information
Default
Default Interest Rate
Effective Date
Encumbrance
Event of Default
Governmental Authority
Hong Kong
Indemnified Parties
Interest Rate
Law
Losses
Material Adverse Effect
Maturity Date
Note
Notice
Original Note Issuer
Party/Parties
Payment Date
Person
Principal Amount
Purchase Price
Purchaser
Related Documents
Representatives
Security
Security Interest
Seller
Stamp Duty
Transaction Documents
Transfer
Transfer Documents
Warranties
Payment Terms
Transfer of Rights
Representations and Warranties
Conditions Precedent
Closing Conditions
Covenants
Security
Default
Indemnification
Confidentiality
Assignment
Notices
Stamp Duty
Tax
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Amendments
Entire Agreement
Severability
Counterparts
Third Party Rights
Costs and Expenses
Further Assurance
Waiver
Time of Essence
Termination
Banking and Financial Services
Investment Management
Private Equity
Corporate Finance
Asset Management
Commercial Lending
Real Estate Finance
Trade Finance
Manufacturing
Retail
Professional Services
Legal
Finance
Treasury
Compliance
Risk Management
Corporate Development
Investment
Credit
Operations
Company Secretarial
Chief Financial Officer
Finance Director
Treasury Manager
Investment Manager
Legal Counsel
Compliance Officer
Risk Manager
Corporate Finance Manager
Investment Banker
Financial Controller
Business Development Director
Credit Manager
Portfolio Manager
Transaction Manager
Company Secretary
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