Note Purchase Agreement for Nigeria

Note Purchase Agreement Template for Nigeria

A Note Purchase Agreement is a legally binding contract governed by Nigerian law that establishes the terms and conditions under which an investor (or group of investors) agrees to purchase notes issued by a company. The agreement details the purchase price, interest rate, maturity date, repayment terms, and other key provisions relating to the note issuance. It includes necessary compliance elements with Nigerian financial regulations, including requirements under the Companies and Allied Matters Act (CAMA) 2020 and the Investment and Securities Act 2007. The document also addresses registration requirements, transferability of notes, events of default, and remedies available to the parties.

Your data doesn't train Genie's AI

You keep IP ownership of your information

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Download a Standard Template

4.6 / 5
4.8 / 5
Access for free
OR

Alternatively: Run an advanced review of an existing
Note Purchase Agreement

Let Genie AI's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.
Upload your Doc

What is a Note Purchase Agreement?

The Note Purchase Agreement is a crucial document used in Nigerian corporate finance transactions when a company seeks to raise debt financing through the issuance of notes to one or more investors. This agreement is particularly relevant in private placement scenarios where a company issues debt securities directly to specific investors rather than through a public offering. The document must comply with Nigerian financial regulations, including the Companies and Allied Matters Act (CAMA) 2020, Investment and Securities Act 2007, and relevant Central Bank of Nigeria regulations. It typically includes detailed terms about the notes' features, purchase conditions, representations and warranties, covenants, events of default, and remedy provisions. The agreement is essential for both companies seeking alternative financing methods and investors looking for debt investment opportunities in the Nigerian market.

What sections should be included in a Note Purchase Agreement?

1. Parties: Identification of the issuer, purchaser(s), and any other relevant parties

2. Background: Context of the note issuance and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Note Purchase and Issuance: Core terms of the note purchase including amount, price, and issuance details

5. Closing Conditions: Conditions precedent to the purchase and closing requirements

6. Representations and Warranties: Statements of fact and assurances from the issuer and purchaser

7. Covenants: Ongoing obligations of the issuer and other parties

8. Interest and Repayment: Terms regarding interest calculations, payment dates, and repayment provisions

9. Events of Default: Circumstances constituting default and consequences

10. Transferability: Provisions regarding transfer or assignment of the notes

11. Notices: Communication requirements and contact details

12. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction provisions

13. General Provisions: Standard boilerplate clauses including amendments, waivers, and severability

What sections are optional to include in a Note Purchase Agreement?

1. Security: Details of any security or collateral securing the notes - include if notes are secured

2. Conversion Rights: Terms for converting notes to equity - include if notes are convertible

3. Registration Rights: Rights regarding registration of notes or resulting securities - include if public trading is contemplated

4. Multiple Purchasers: Specific provisions for multiple purchasers including subscription process - include if multiple purchasers

5. Foreign Investment Provisions: Compliance with foreign investment regulations - include if international parties involved

6. Tax Provisions: Detailed tax treatment and withholding requirements - include if complex tax implications

7. Information Rights: Rights of purchasers to receive company information - include if purchasers require ongoing information access

What schedules should be included in a Note Purchase Agreement?

1. Form of Note: The formal template and terms of the actual note certificate

2. Disclosure Schedule: Exceptions to representations and warranties

3. Payment Schedule: Detailed schedule of payment dates and amounts

4. Corporate Documents: Copies of relevant corporate authorizations and resolutions

5. KYC Requirements: List of required know-your-customer documentation

6. Security Details: Details of any security or collateral (if applicable)

7. Subscription Form: Form for note subscription (if multiple purchasers)

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Nigeria

Publisher

Genie AI

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions
Relevant Industries

Financial Services

Banking

Private Equity

Investment Management

Technology

Real Estate

Manufacturing

Energy

Infrastructure

Telecommunications

Agriculture

Healthcare

Mining

Oil and Gas

Relevant Teams

Legal

Finance

Treasury

Corporate Finance

Risk Management

Compliance

Corporate Secretariat

Investment

Executive Leadership

Board of Directors

Relevant Roles

Chief Financial Officer

Finance Director

Investment Manager

Corporate Lawyer

Legal Counsel

Company Secretary

Treasury Manager

Investment Banker

Financial Controller

Risk Manager

Compliance Officer

Managing Director

Chief Executive Officer

Investment Director

Corporate Finance Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

Find the exact document you need

Investment Agreement Between Individual And Individual

A Nigerian law-governed agreement establishing investment terms and conditions between two individuals, including investment amount, returns, rights, and obligations.

find out more

Bike Purchase Agreement

A Nigerian law-governed agreement for the sale and purchase of a bike, outlining terms, conditions, and ownership transfer requirements.

find out more

Automobile Purchase Agreement

A Nigerian law-governed agreement for the sale and purchase of an automobile, detailing vehicle specifications, price, and ownership transfer terms.

find out more

Agreement Of Purchase

A Nigerian law-governed agreement that documents the terms and conditions for the sale and purchase of goods, assets, or property between parties.

find out more

Vehicle Purchase Agreement Form

A Nigerian law-governed agreement that formalizes the sale and purchase of vehicles, including essential terms and conditions for ownership transfer.

find out more

House Offer To Purchase

A formal offer document under Nigerian law outlining terms and conditions for purchasing residential property, including price and essential transaction details.

find out more

Equity Investment Contract

A Nigerian law-governed agreement documenting terms and conditions for equity investment in a company, including share allocation, shareholder rights, and protective provisions.

find out more

Letter Of Intent To Purchase Goods

A preliminary document under Nigerian law outlining the proposed terms for purchasing goods, serving as a framework for negotiating a final purchase agreement.

find out more

Agreement For Advance Payment For Purchase Of Land

Nigerian law-governed agreement documenting terms and conditions for advance payment in land purchase transactions, securing parties' interests before final property transfer.

find out more

Contract For Selling A Car With Payments

A Nigerian law-governed agreement for the sale of a vehicle with installment payments, detailing vehicle specifications, payment terms, and ownership transfer conditions.

find out more

Agreement For Advance Payment For Purchase Of House

A Nigerian legal agreement governing advance payments for house purchases, detailing payment terms and property transfer conditions under Nigerian law.

find out more

Shares Agreement

A Nigerian law-governed agreement establishing terms for share ownership, transfer, and shareholder rights within a company under CAMA 2020.

find out more

Car Lease To Own Agreement

A Nigerian law-governed agreement establishing terms for vehicle lease-to-own arrangements, including payment terms and ownership transfer conditions.

find out more

Equipment Purchase Contract

Nigerian law-governed agreement for equipment purchase, detailing specifications, price, warranties, and compliance requirements.

find out more

Business Sale Contract

A Nigerian law-governed agreement for the sale and purchase of a business, detailing transaction terms, warranties, and completion requirements.

find out more

Public Offer Agreement

A legally binding agreement governing public securities offerings in Nigeria, compliant with Nigerian securities laws and SEC regulations.

find out more

Buyback Agreement

A Nigerian law-governed agreement establishing terms for repurchasing assets, securities, or goods previously sold, ensuring compliance with local regulatory requirements.

find out more

Vehicle Hire Purchase Agreement

A Nigerian law-governed agreement for the purchase of vehicles through installment payments, with ownership transferring upon final payment.

find out more

Lease Agreement With Option To Purchase

Nigerian law-governed agreement combining property lease terms with a purchase option, establishing rights and obligations for both rental period and potential property acquisition.

find out more

Home For Sale By Owner Contract

A legal contract for direct property sale between private parties in Nigeria, compliant with Nigerian property law and the Land Use Act.

find out more

Bike Hire Purchase Agreement

A Nigerian law-governed agreement for the purchase of a bike through installment payments, with ownership transferring upon final payment.

find out more

Artwork Purchase Agreement

A Nigerian law-governed agreement for the sale and purchase of artwork, including authenticity, payment terms, and cultural property compliance requirements.

find out more

Aircraft Sale Agreement

A Nigerian law-governed agreement for the sale and transfer of aircraft ownership, complying with NCAA regulations and civil aviation requirements.

find out more

Agreement For Advance Payment For Purchase Of Goods

Nigerian law-governed agreement establishing terms for advance payment in goods purchase, including payment protection measures and delivery requirements.

find out more

Personal Property Purchase Agreement

A Nigerian law-governed agreement documenting the sale and purchase of personal property, specifying terms, conditions, and parties' rights and obligations.

find out more

Option To Purchase Contract

A Nigerian law-governed agreement granting exclusive rights to purchase specified property at a predetermined price within an agreed timeframe.

find out more

Non Binding Letter Of Intent To Purchase Product

A non-binding document under Nigerian law expressing formal interest in purchasing specific products, outlining basic terms and conditions for potential transaction.

find out more

Dealer Purchase Agreement

A Nigerian law-governed agreement establishing terms between supplier/manufacturer and dealer for product distribution and resale within specified territories.

find out more

Cross Purchase Agreement

A Nigerian law-governed agreement establishing terms for business owners to purchase each other's interests upon specific triggering events.

find out more

Asset Purchase Form

A standardized form for asset purchases in Nigeria, ensuring legal compliance and proper transfer of ownership between parties.

find out more

Seller Financed Purchase Agreement

A Nigerian law-governed agreement where the property seller provides purchase financing to the buyer, combining sale and loan terms.

find out more

Real Estate Contract Agreement

A Nigerian law-governed agreement for the sale and purchase of real estate property, ensuring compliant transfer of ownership and detailing all sale terms and conditions.

find out more

Offer To Purchase And Contract

A Nigerian law-governed document combining property purchase offer and sale agreement, detailing terms and conditions for real estate transactions.

find out more

Letter Of Intent To Buy A Business

A preliminary document under Nigerian law outlining the proposed terms and conditions for acquiring a business, serving as a framework for future negotiations.

find out more

Letter Of Intent For Purchase Order

A preliminary document under Nigerian law that outlines the intention to enter into a formal purchase agreement, detailing key terms and conditions of the proposed transaction.

find out more

High Purchase Agreement Form

A Nigerian law-governed agreement enabling purchase of goods through installments, with ownership transferring upon final payment.

find out more

Basic Real Estate Contract

A standardized real estate sale agreement template compliant with Nigerian law, facilitating property transfers between parties.

find out more

Commercial Property Sale Agreement

A Nigerian law-governed agreement for the sale and purchase of commercial property, ensuring legal compliance and protecting both parties' interests.

find out more

Purchase Agreement For Car Loan

A Nigerian law-governed agreement combining vehicle purchase and loan financing terms, establishing rights and obligations for vehicle acquisition through financial institution funding.

find out more

Car Dealer Purchase Agreement Form

A Nigerian law-governed agreement between a car dealer and purchaser for the sale and purchase of a vehicle, including key terms and conditions.

find out more
See more related templates

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

We are ISO27001 certified, so your data is secure

Organizational security:

You retain IP ownership of your documents and their information

You have full control over your data and who gets to see it

2 Docs LeftAccess Now