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1. Parties: Identifies and defines the transferor (original creditor), transferee (new creditor), and the debtor
2. Background: Explains the context of the original debt, the reason for transfer, and confirms the transferor's right to transfer
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules of interpretation
4. Transfer and Assignment: Details the specific debt being transferred and the terms of the transfer
5. Consideration: Specifies the amount and payment terms for the debt transfer
6. Completion: Sets out the completion mechanics and timing for the transfer
7. Representations and Warranties: Contains statements of fact and assurances from both transferor and transferee
8. Transferor's Obligations: Lists ongoing obligations of the transferor including delivery of documents and cooperation
9. Transferee's Obligations: Details the responsibilities and commitments of the transferee
10. Notice Requirements: Specifies requirements for notifying the debtor and other relevant parties
11. Governing Law and Jurisdiction: Establishes the applicable law (Indian) and jurisdiction for dispute resolution
12. General Provisions: Contains standard boilerplate clauses including severability, entire agreement, and amendments
1. Security Transfer: Required when the debt is secured by collateral or guarantees that need to be transferred
2. Regulatory Compliance: Needed when the transfer involves regulated entities or requires regulatory approvals
3. Tax Provisions: Include when there are specific tax implications or arrangements between the parties
4. Confidentiality: Required when sensitive commercial information is involved
5. Further Assurance: Include when additional actions may be needed post-completion
6. Costs and Expenses: Include when there's a need to specify how transfer-related costs will be allocated
7. Indemnification: Include when specific indemnities are required beyond standard representations and warranties
1. Schedule 1 - Details of the Debt: Comprehensive details of the debt being transferred including amount, interest rate, payment terms, and history
2. Schedule 2 - Security Details: Details of any security or collateral associated with the debt
3. Schedule 3 - Required Consents: List of all required consents and their status
4. Schedule 4 - Form of Notice to Debtor: Template of the notice to be sent to the debtor regarding the transfer
5. Schedule 5 - Completion Requirements: Checklist of documents and actions required for completion
6. Schedule 6 - Related Agreements: List and copies of any related agreements affecting the debt
7. Appendix A - Power of Attorney: Format of power of attorney if required for completing the transfer
Applicable Law
Business Day
Completion
Completion Date
Consideration
Cut-off Date
Debt
Debt Documents
Default Interest
Effective Date
Encumbrance
Event of Default
Existing Security
Financial Indebtedness
Governmental Authority
Interest Rate
Legal Requirements
Losses
Material Adverse Effect
Outstanding Amount
Parties
Payment Date
Permitted Assignee
Related Rights
Regulatory Approvals
Relevant Period
Required Consents
Security
Security Documents
Stamp Duty
Tax
Transaction Documents
Transfer
Transfer Certificate
Transferee
Transferor
Underlying Documents
Definitions
Transfer of Debt
Consideration
Completion
Conditions Precedent
Representations and Warranties
Covenants
Security Assignment
Notice Requirements
Further Assurance
Payment Terms
Default
Indemnification
Confidentiality
Assignment
Amendment
Severability
Notices
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Costs and Expenses
Stamp Duty
Registration
Entire Agreement
Counterparts
Third Party Rights
Waiver
Time of Essence
Survival
Authority and Capacity
Regulatory Compliance
Tax Matters
Banking and Financial Services
Non-Banking Financial Companies (NBFCs)
Asset Management
Real Estate
Manufacturing
Infrastructure
Private Equity
Debt Collection
Corporate Finance
Investment Banking
Legal
Finance
Treasury
Credit Risk
Compliance
Corporate Secretarial
Debt Recovery
Portfolio Management
Investment
Operations
Chief Financial Officer
Finance Director
Legal Counsel
Corporate Lawyer
Debt Recovery Manager
Credit Manager
Risk Manager
Treasury Manager
Portfolio Manager
Compliance Officer
Investment Manager
Asset Manager
Company Secretary
Financial Controller
Debt Restructuring Specialist
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