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Debt Assumption Agreement
"I need a Debt Assumption Agreement where my company ABC Manufacturing Inc. will assume a PHP 5 million bank loan from XYZ Industries Inc., with the debt to be transferred by March 2025, and we need to include provisions for existing collateral transfer."
1. Parties: Identifies and defines all parties: the Original Debtor, the New Debtor (Assuming Party), and the Creditor
2. Background: Recitals explaining the original debt arrangement, reason for assumption, and current status of the debt
3. Definitions: Defines key terms used throughout the agreement, including 'Assumed Debt', 'Effective Date', and other relevant terms
4. Debt Assumption: Core provision where the New Debtor assumes the debt obligations, specifying the exact debt being assumed and extent of assumption
5. Representations and Warranties: Statements by all parties regarding their capacity, authority, and the status of the debt
6. Original Debtor's Obligations: Specifies any continuing obligations or releases of the Original Debtor
7. Payment Terms: Details of how and when payments will be made by the New Debtor
8. Events of Default: Circumstances constituting default and consequences thereof
9. Notices: Process and addresses for formal communications between parties
10. Governing Law and Jurisdiction: Specifies Philippine law as governing law and jurisdiction for disputes
11. General Provisions: Standard boilerplate clauses including amendments, severability, and entire agreement
1. Security and Collateral: Include when the assumed debt is secured by collateral or guarantees that need to be transferred or renewed
2. Consideration: Include when there is payment or other consideration for the assumption of debt
3. Creditor's Consent: Detailed section needed when creditor's explicit consent is required and conditions are attached
4. Tax Provisions: Include when there are specific tax implications or arrangements between parties regarding tax liability
5. Regulatory Compliance: Include when the debt assumption requires regulatory approvals or compliance with specific regulations
6. Partial Assumption Provisions: Include when only part of the debt is being assumed, detailing the split of obligations
7. Step-In Rights: Include when creditor needs right to require direct performance from original debtor in specific circumstances
1. Schedule A - Details of Assumed Debt: Comprehensive details of the debt being assumed, including principal amount, interest, payment history
2. Schedule B - Payment Schedule: Detailed schedule of payments to be made by the New Debtor
3. Schedule C - Security Details: Details of any security or collateral associated with the debt
4. Schedule D - Original Loan Agreement: Copy or key terms of the original loan agreement being assumed
5. Schedule E - Consent Documents: Copies of any required consent documents from creditors or regulatory bodies
6. Appendix 1 - Form of Notice: Template for notices to be used under the agreement
7. Appendix 2 - Completion Requirements: Checklist of documents and actions required to complete the assumption
Authors
Assumed Debt
Assumption Date
Business Day
Closing Date
Completion
Consent
Creditor
Default Interest
Effective Date
Encumbrance
Event of Default
Existing Security
Finance Documents
Force Majeure Event
Governmental Authority
Interest Rate
Law
Liabilities
Material Adverse Effect
New Debtor
Original Debt Agreement
Original Debtor
Outstanding Amount
Payment Date
Permitted Security
Philippine Peso
Principal Amount
Related Rights
Relevant Documents
Repayment Schedule
Security
Security Documents
Taxes
Transaction Documents
Working Day
Assumption of Debt
Consideration
Payment Terms
Security
Representations and Warranties
Covenants
Conditions Precedent
Events of Default
Remedies
Release
Indemnification
Assignment
Notices
Amendments
Force Majeure
Confidentiality
Costs and Expenses
Tax
Further Assurance
Severability
Entire Agreement
Counterparts
Waiver
Governing Law
Dispute Resolution
Language
Termination
Banking and Financial Services
Real Estate and Property Development
Construction
Manufacturing
Corporate Services
Infrastructure
Mining and Resources
Retail and Commercial
Healthcare
Education
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Secretariat
Credit Control
Commercial
Business Development
Tax
Accounting
Chief Financial Officer
Finance Director
Legal Counsel
Corporate Lawyer
Risk Manager
Treasury Manager
Credit Manager
Financial Controller
Debt Recovery Officer
Company Secretary
Commercial Director
Business Development Manager
Compliance Officer
Corporate Finance Manager
Restructuring Officer
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