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Liability Transfer Agreement
"I need a Liability Transfer Agreement under Indonesian law for transferring a manufacturing equipment lease liability of IDR 5 billion from PT Indo Manufacturing to PT Global Industries, with completion scheduled for March 15, 2025, including provisions for existing equipment warranties and maintenance contracts."
1. Parties: Identification of the transferor, transferee, and original debtor (if different from transferor)
2. Background: Context of the existing liability and reason for transfer
3. Definitions: Definitions of key terms including 'Existing Liability', 'Transfer Date', and 'Transfer Consideration'
4. Transfer of Liability: Core provisions detailing the transfer mechanism and effective date
5. Consideration: Details of any payment or consideration for the transfer
6. Representations and Warranties: Standard and specific warranties regarding the liability and parties' capacity
7. Original Debtor Release: Provisions releasing the original debtor from the transferred liability
8. Completion Requirements: Actions required to complete the transfer
9. Further Assurance: Obligations to execute further documents or take additional actions if needed
10. Notices: Communication procedures between parties
11. Governing Law and Jurisdiction: Confirmation of Indonesian law and jurisdiction
12. Execution: Signature blocks and execution requirements
1. Regulatory Approvals: Required when the transfer needs specific regulatory clearance
2. Security Arrangements: Included when existing security needs to be transferred or new security provided
3. Tax Provisions: Detailed tax treatments when significant tax implications exist
4. Creditor Consent: When third-party creditor approval is required
5. Conditions Precedent: When transfer is subject to specific conditions being met
6. Transition Arrangements: When phased transfer or temporary arrangements are needed
7. Anti-Money Laundering Provisions: Required for large financial transfers or regulated entities
1. Schedule 1 - Existing Liability Details: Detailed description of the liability being transferred
2. Schedule 2 - Transfer Completion Requirements: Checklist of actions required to complete the transfer
3. Schedule 3 - Form of Notice to Creditors: Template for notifying relevant creditors of the transfer
4. Schedule 4 - Security Documents: List and copies of relevant security documents
5. Schedule 5 - Payment Schedule: If the transfer consideration is paid in installments
6. Appendix A - Required Regulatory Filings: Forms and documents required for regulatory compliance
7. Appendix B - Corporate Authorizations: Copies of relevant corporate approvals and resolutions
Authors
Applicable Law
Business Day
Completion
Completion Date
Conditions Precedent
Consideration
Default Event
Effective Date
Encumbrance
Existing Liability
Governing Law
Governmental Authority
Indemnified Parties
Liability Documents
Material Adverse Effect
Original Creditor
Original Debtor
Permitted Encumbrances
Related Agreements
Regulatory Approvals
Relevant Period
Security
Security Documents
Signing Date
Transfer
Transfer Certificate
Transfer Date
Transferee
Transferor
Transaction Documents
Working Hours
Recitals
Definitions
Interpretation
Transfer Provisions
Consideration
Conditions Precedent
Completion
Representations and Warranties
Covenants
Release and Discharge
Security
Indemnification
Payment Terms
Default
Notices
Confidentiality
Assignment
Amendment
Severability
Force Majeure
Waiver
Further Assurance
Costs and Expenses
Entire Agreement
Counterparts
Third Party Rights
Regulatory Compliance
Dispute Resolution
Governing Law
Jurisdiction
Banking and Financial Services
Manufacturing
Real Estate and Property
Mining and Resources
Infrastructure and Construction
Telecommunications
Retail and Consumer Goods
Energy
Healthcare
Transportation and Logistics
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Secretariat
Business Development
Corporate Finance
Credit Management
Operations
Chief Financial Officer
Finance Director
Legal Counsel
Corporate Secretary
Risk Manager
Treasury Manager
Financial Controller
Compliance Officer
Business Development Director
Restructuring Manager
Corporate Finance Manager
Managing Director
Credit Manager
Account Manager
Legal Director
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