A Loan Purchase Agreement is essential for transactions involving the transfer of loans or loan portfolios in the Netherlands. This document is commonly used in loan trading, debt portfolio sales, and restructuring scenarios where loans need to be transferred between parties. The agreement must comply with Dutch civil law requirements for the valid transfer of receivables (overdracht van vorderingen) and incorporate specific provisions required by Dutch financial regulations. It typically includes detailed information about the loan portfolio, purchase price mechanics, representations about the loans' status and documentation, and transfer procedures. The agreement is particularly important in situations involving portfolio sales by banks, debt trading by investment funds, or corporate restructuring scenarios.
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1. Parties: Identification of the Seller and Purchaser, including full legal names and registration details
2. Background: Context of the transaction, description of the loan portfolio, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement
4. Sale and Purchase: Core provisions regarding the sale and transfer of the loans, including the commitment to sell and purchase
5. Purchase Price and Payment: Determination of purchase price, payment mechanics, and any adjustments
6. Completion: Conditions precedent, completion mechanics, and timing of the transfer
7. Transfer Mechanics: Legal mechanism for transferring the loans under Dutch law, including assignment requirements
8. Seller's Representations and Warranties: Representations and warranties regarding the loans, seller's authority, and loan documentation
9. Purchaser's Representations and Warranties: Representations and warranties regarding purchaser's authority and capacity
10. Covenants: Ongoing obligations of both parties, including document delivery and cooperation
11. Indemnities: Indemnification provisions for breach of representations, warranties, or covenants
12. Notices: Process and requirements for formal communications between parties
13. Confidentiality: Obligations regarding confidential information and announcements
14. Data Protection: Compliance with GDPR and other data protection requirements
15. Governing Law and Jurisdiction: Dutch law as governing law and jurisdiction provisions
16. General Provisions: Standard boilerplate clauses including amendments, waivers, and severability
1. Security Transfer: Required when the loans are secured and security interests need to be transferred
2. Servicing Arrangements: Needed when the seller will continue servicing the loans post-transfer
3. Consumer Protection Provisions: Required when the loan portfolio includes consumer loans
4. Regulatory Compliance: Needed when either party is subject to specific regulatory requirements
5. True Sale Provisions: Required for transactions where true sale opinion is crucial
6. Parent Company Guarantee: Optional section when parent company guarantees are required
7. Interest and Fees Apportionment: Required when there are specific arrangements for sharing interest and fees
8. Further Assurance: Optional detailed provisions regarding post-completion obligations
1. Schedule 1 - Loan Portfolio: Detailed list and description of loans being transferred
2. Schedule 2 - Loan Documentation: List of all relevant loan documentation being transferred
3. Schedule 3 - Form of Transfer Documents: Templates for assignment and transfer documentation
4. Schedule 4 - Completion Requirements: Detailed list of documents and actions required for completion
5. Schedule 5 - Seller's Power of Attorney: Form of power of attorney for post-completion actions
6. Schedule 6 - Warranties: Detailed loan-level warranties regarding the portfolio
7. Schedule 7 - Notice to Borrowers: Form of notice to be sent to borrowers regarding the transfer
8. Appendix A - Calculation of Purchase Price: Methodology and calculations for determining the final purchase price
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