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1. Parties: Identification of the Seller and Purchaser, including full legal names, registration details, and addresses
2. Background: Context of the transaction, including brief description of the debt portfolio and parties' intentions
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core terms of the transaction, including the agreement to sell and purchase the debt
5. Purchase Price: Details of the purchase price, calculation method, and payment terms
6. Completion: Conditions precedent, completion mechanics, and timing of the transfer
7. Representations and Warranties: Seller's and Purchaser's representations regarding their capacity and the debt portfolio
8. Transfer and Assignment: Legal mechanisms for transferring the debt, including notice requirements under Dutch law
9. Seller's Undertakings: Ongoing obligations of the Seller, including document delivery and cooperation
10. Data Protection: Compliance with GDPR/AVG requirements for handling debtor personal data
11. Confidentiality: Protection of confidential information exchanged during the transaction
12. Notices: Communication procedures between parties
13. Governing Law and Jurisdiction: Confirmation of Dutch law application and jurisdiction for disputes
1. Consumer Protection Provisions: Required when the debt portfolio includes consumer debts, addressing specific consumer protection requirements
2. Regulatory Compliance: Needed when the transaction falls under specific financial supervision requirements
3. Servicing Arrangements: Include when the Seller will continue to service the debt post-sale
4. Anti-Money Laundering: Required for large transactions or when dealing with regulated entities
5. Post-Completion Adjustments: Include when the purchase price may be adjusted based on post-completion reconciliation
6. Third Party Rights: Include when third parties may have rights affected by the transfer
7. Tax Provisions: Detailed tax arrangements when specific tax implications need to be addressed
1. Schedule 1 - Debt Portfolio: Detailed list of debts being purchased, including account details, outstanding amounts, and status
2. Schedule 2 - Form of Transfer Documents: Template documentation required for legal transfer under Dutch law
3. Schedule 3 - Completion Requirements: Checklist of documents and actions required for completion
4. Schedule 4 - Seller's Warranties: Detailed warranties regarding the debt portfolio and underlying documentation
5. Schedule 5 - Data Protection Requirements: Specific procedures and requirements for handling personal data
6. Schedule 6 - Excluded Debts: List of any debts specifically excluded from the purchase
7. Appendix A - Due Diligence Findings: Summary of key due diligence findings and any identified issues
8. Appendix B - Pricing Methodology: Detailed explanation of how the purchase price was calculated
Applicable Law
Assignment
Business Day
Completion
Completion Date
Confidential Information
Cut-off Date
Data Protection Laws
Debt
Debt Documents
Debt Portfolio
Debtor
Default Interest
Due Diligence Materials
Effective Date
Encumbrance
Excluded Debts
Financial Supervision Act
GDPR/AVG
Governing Documents
Insolvency Event
Material Adverse Effect
Notice of Assignment
Outstanding Balance
Party/Parties
Personal Data
Purchase Price
Purchaser
Related Rights
Relevant Authority
Security Interest
Seller
Servicing Agreement
Transfer Documents
Transfer Requirements
Warranties
Working Hours
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Representations and Warranties
Assignment
Transfer of Rights
Due Diligence
Information Rights
Seller Undertakings
Purchaser Undertakings
Regulatory Compliance
Data Protection
Consumer Protection
Anti-Money Laundering
Confidentiality
Post-Completion Obligations
Further Assurance
Tax
Costs
Force Majeure
Severability
Assignment and Transfer
Notices
Amendments
Entire Agreement
Counterparts
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Banking
Financial Services
Debt Collection
Investment Management
Credit Management
Insurance
Consumer Finance
Commercial Lending
Asset Management
Legal
Finance
Risk Management
Compliance
Data Protection
Credit Management
Investment
Portfolio Management
Operations
Due Diligence
Treasury
Debt Collection
Chief Financial Officer
Legal Counsel
Portfolio Manager
Risk Manager
Compliance Officer
Data Protection Officer
Credit Manager
Investment Director
Transaction Manager
Due Diligence Specialist
Financial Controller
Debt Collection Manager
Corporate Lawyer
Investment Analyst
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