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Payment Takeover Contract
"I need a Payment Takeover Contract under Philippine law where ABC Construction Corp. will transfer its monthly payment obligations of 5 million PHP to XYZ Builders Inc. for the Marina Bay Development Project, with payments starting from March 2025."
1. Parties: Identifies and defines all parties to the agreement: the Original Debtor (Transferor), the New Debtor (Transferee), and the Creditor
2. Background: Describes the original payment obligation, its context, and the intention to transfer the payment obligations
3. Definitions: Defines key terms used throughout the agreement, including Payment Obligations, Effective Date, and Original Agreement
4. Transfer of Payment Obligations: Details the specific payment obligations being transferred and the mechanism of transfer
5. Consideration: Specifies any consideration paid between the Original Debtor and New Debtor for the transfer
6. Payment Terms: Outlines the payment schedule, amounts, and methods of payment to be assumed by the New Debtor
7. Representations and Warranties: States the representations and warranties made by all parties regarding their capacity and authority to enter into the agreement
8. Creditor's Consent: Documents the creditor's explicit consent to the transfer of payment obligations
9. Effective Date and Duration: Specifies when the transfer becomes effective and the duration of the agreement
10. Governing Law and Jurisdiction: Establishes Philippine law as governing law and specifies jurisdiction for dispute resolution
1. Security Arrangements: Include when additional security or collateral is required from the New Debtor
2. Original Debtor's Continuing Obligations: Include when the Original Debtor retains certain responsibilities or guarantees
3. Electronic Payment Provisions: Include when payments will be made through electronic means, ensuring compliance with E-Commerce Act
4. Anti-Money Laundering Compliance: Include when transaction size requires specific AML compliance measures
5. Default and Remedies: Include when parties want to specify additional default scenarios and corresponding remedies
6. Step-In Rights: Include when the Original Debtor may need to step back in under certain circumstances
7. Tax Provisions: Include when there are specific tax implications that need to be addressed
1. Schedule 1 - Original Payment Agreement: Copy or summary of the original agreement containing the payment obligations being transferred
2. Schedule 2 - Payment Schedule: Detailed schedule of payment amounts, dates, and methods
3. Schedule 3 - Transfer Documentation: Any supporting documentation required for the transfer, including regulatory approvals if needed
4. Schedule 4 - Outstanding Balance Statement: Statement showing the current outstanding balance and payment history
5. Appendix A - Consent Forms: Required consent forms from all relevant parties, including any third-party consents
6. Appendix B - Due Diligence Reports: If applicable, reports confirming the New Debtor's financial capacity to assume payments
Authors
Original Debtor
New Debtor
Creditor
Original Agreement
Payment Obligations
Outstanding Amount
Transfer Date
Effective Date
Business Day
Payment Schedule
Due Date
Default Event
Security
Encumbrances
Consideration
Payment Method
Creditor's Consent
Material Adverse Change
Force Majeure Event
Governing Law
Notice
Related Parties
Representatives
Affiliate
Banking Day
Confidential Information
Transfer Documentation
Security Interest
Default Rate
Permitted Assignment
Working Day
Interest Rate
Original Payment Terms
Regulatory Authority
Successor
Applicable Law
Electronic Payment System
Outstanding Balance
Transfer Certificate
Transfer of Obligations
Payment Terms
Consideration
Representations and Warranties
Consent
Assignment
Novation
Security
Default
Remedies
Force Majeure
Notices
Confidentiality
Governing Law
Dispute Resolution
Amendment
Severability
Entire Agreement
Waiver
Indemnification
Compliance
Anti-Money Laundering
Electronic Payments
Tax
Further Assurance
Costs and Expenses
Termination
Successors and Assigns
Counterparts
Banking and Financial Services
Real Estate
Construction
Manufacturing
Retail
Infrastructure
Business Process Outsourcing
Telecommunications
Energy
Mining
Legal
Finance
Treasury
Credit Control
Risk Management
Compliance
Corporate Secretariat
Operations
Business Development
Accounts
Chief Financial Officer
Finance Director
Legal Counsel
Corporate Lawyer
Treasury Manager
Financial Controller
Credit Manager
Risk Manager
Business Development Manager
Contract Administrator
Compliance Officer
Account Manager
Corporate Secretary
Finance Manager
Operations Director
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