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Debt Assumption Agreement
"Need a Debt Assumption Agreement under Indonesian law where ABC Manufacturing Subsidiary (Original Debtor) will transfer its existing loan of IDR 5 billion to its parent company ABC Manufacturing Holdings (Assuming Party), with Bank Central Indonesia remaining as Creditor."
1. Parties: Identifies the Original Debtor, the Assuming Party (New Debtor), and the Creditor
2. Background: Describes the existing debt arrangement, the intention to transfer the debt obligations, and the basis for the assumption
3. Definitions: Defines key terms used throughout the agreement, including 'Existing Debt', 'Assumption Date', and other relevant terms
4. Debt Assumption: Core provision detailing the assumption of debt, including the amount, terms, and effective date of the assumption
5. Representations and Warranties: Statements of fact and assurances from all parties regarding their capacity, authority, and the debt being assumed
6. Rights and Obligations: Details the ongoing rights and obligations of each party following the assumption
7. Payment Terms: Specifies how and when payments will be made by the Assuming Party
8. Release of Original Debtor: Terms regarding the release of the Original Debtor from their obligations
9. Events of Default: Defines circumstances constituting default and consequences thereof
10. Governing Law and Jurisdiction: Specifies Indonesian law as governing law and determines jurisdiction for disputes
11. Notices: Details how formal communications between parties should be made
12. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Security Arrangements: Include when the assumption requires new security or transfer of existing security arrangements
2. Regulatory Compliance: Include when the transaction requires specific regulatory approvals or compliance measures
3. Tax Provisions: Include when specific tax arrangements or allocations need to be addressed
4. Original Debtor Guarantees: Include when the Original Debtor will provide guarantees for the Assuming Party's performance
5. Currency Provisions: Include when the debt is denominated in foreign currency or involves cross-border payments
6. Step-In Rights: Include when creditor requires right to step in under specific circumstances
7. Conditions Precedent: Include when the assumption is subject to certain conditions being met before becoming effective
1. Schedule 1 - Details of Existing Debt: Comprehensive details of the debt being assumed, including amount, interest rate, and payment history
2. Schedule 2 - Payment Schedule: Detailed schedule of payments to be made by the Assuming Party
3. Schedule 3 - Existing Security Documents: List and copies of any existing security documents related to the debt
4. Schedule 4 - Form of Notice to Third Parties: Template for notifying relevant third parties of the debt assumption
5. Schedule 5 - Required Consents and Approvals: List of all required regulatory or third-party consents and their status
6. Appendix A - Original Debt Agreement: Copy of the original debt agreement being assumed
7. Appendix B - Corporate Authorizations: Copies of corporate authorizations from all parties approving the assumption
Authors
Assuming Party
Assumption Date
Assumption Notice
Applicable Law
Business Day
Creditor
Conditions Precedent
Default Interest
Effective Date
Encumbrance
Events of Default
Existing Debt
Existing Debt Agreement
Existing Security
Financial Indebtedness
Governmental Authority
IDR
Interest Payment Date
Interest Period
Interest Rate
Material Adverse Effect
New Security
Original Debtor
Outstanding Amount
Payment Date
Permitted Security
Principal Amount
Release Date
Rupiah
Security Documents
Security Provider
Taxes
Transaction Documents
Working Day
Recitals
Definitions
Interpretation
Debt Assumption
Consideration
Payment Terms
Interest
Security
Conditions Precedent
Representations and Warranties
Covenants
Release of Original Debtor
Events of Default
Remedies
Indemnification
Force Majeure
Assignment
Confidentiality
Notices
Amendment
Waiver
Severability
Entire Agreement
Further Assurance
Costs and Expenses
Stamp Duty
Governing Law
Dispute Resolution
Language
Counterparts
Banking and Financial Services
Real Estate and Property Development
Infrastructure and Construction
Manufacturing
Mining and Natural Resources
Energy
Telecommunications
Retail and Consumer Goods
Healthcare
Transportation and Logistics
Legal
Finance
Treasury
Corporate Finance
Risk Management
Compliance
Corporate Secretarial
Credit Administration
Business Development
Mergers & Acquisitions
Chief Financial Officer
Finance Director
Legal Counsel
Corporate Secretary
Treasury Manager
Financial Controller
Risk Manager
Compliance Officer
Managing Director
Corporate Finance Manager
Restructuring Officer
Credit Manager
Legal Director
Transaction Manager
Business Development Director
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