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1. Parties: Identification of the Seller and Purchaser with full legal names and registration details
2. Background: Context of the transaction, including brief description of the debt portfolio and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core terms of the sale including the debt being purchased and purchase price
5. Completion: Details of the completion process, timing, and deliverables
6. Purchase Price and Payment: Detailed terms of payment, including any adjustments or mechanisms for price calculation
7. Representations and Warranties: Seller's and Purchaser's representations regarding authority, debt validity, and other key aspects
8. Assignment and Transfer: Mechanics of transferring the debt and related rights
9. Confidentiality: Obligations regarding confidential information and data protection
10. Regulatory Compliance: Compliance with relevant laws and regulations including AML requirements
11. Notices: Process and requirements for formal communications between parties
12. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Security Interests: Required when the debt includes associated security interests that need to be transferred
2. Third Party Consents: Needed when transfer of certain debts requires consent from third parties
3. Debt Servicing Arrangements: Include when there are specific arrangements for servicing the debt post-purchase
4. Tax Provisions: Detailed tax clauses needed for complex transactions with specific tax implications
5. Step-in Rights: Required when purchaser needs rights to step into existing contracts related to the debt
6. Further Assurance: Additional provisions for future actions needed to perfect the transfer
7. Insurance: Required when specific insurance arrangements need to be maintained or transferred
8. Data Protection Specific Provisions: Detailed data protection clauses needed when handling sensitive personal data
1. Schedule 1 - Debt Portfolio Details: Detailed list and description of all debts being purchased
2. Schedule 2 - Form of Transfer Documents: Templates for documents required to effect the transfer
3. Schedule 3 - Completion Requirements: Checklist of documents and actions required for completion
4. Schedule 4 - Seller's Power of Attorney: Form of power of attorney for post-completion actions
5. Schedule 5 - Excluded Assets: List of any assets or rights explicitly excluded from the purchase
6. Appendix A - Due Diligence Results: Summary of due diligence findings and any identified issues
7. Appendix B - Relevant Contracts: Copies or summaries of relevant underlying contracts
8. Appendix C - Compliance Certificates: Required regulatory and compliance certificates
Accrued Interest
Assigned Rights
Business Day
Completion
Completion Date
Confidential Information
Cut-off Date
Debt
Debt Documents
Debt Portfolio
Default Interest
Disposal
Encumbrance
Event of Default
Excluded Assets
Financial Indebtedness
Governmental Authority
Interest Period
Law
Legal Proceedings
Losses
Material Adverse Effect
Outstanding Principal
Payment Date
Permitted Encumbrance
Purchase Price
Purchaser
Related Rights
Relevant Documents
Security
Security Interest
Seller
Settlement Date
Signing Date
Transaction Documents
Transfer
Transfer Date
Transfer Documents
Warranties
Purchase Price
Payment Terms
Transfer
Assignment
Completion
Conditions Precedent
Representations and Warranties
Seller Warranties
Purchaser Warranties
Security Interest
Regulatory Compliance
Anti-Money Laundering
Data Protection
Confidentiality
Indemnification
Further Assurance
Costs and Expenses
Taxes
Notices
Force Majeure
Governing Law
Dispute Resolution
Severability
Entire Agreement
Amendment
Assignment Restriction
Counterparts
Third Party Rights
Stamp Duty
Registration
Default
Termination
Survival
Power of Attorney
Debt Collection
Banking
Financial Services
Debt Collection
Investment Management
Asset Management
Private Equity
Credit Management
Insurance
Real Estate
Corporate Finance
Legal
Finance
Compliance
Risk Management
Treasury
Credit Risk
Portfolio Management
Debt Collection
Corporate Finance
Investment
Operations
Chief Financial Officer
Finance Director
Legal Counsel
Compliance Officer
Risk Manager
Portfolio Manager
Investment Manager
Treasury Manager
Debt Collection Manager
Credit Risk Officer
Transaction Manager
Financial Controller
Corporate Finance Manager
Investment Analyst
Legal Director
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