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1. Parties: Identifies the seller and purchaser of the debt, including full legal names and addresses
2. Background: Describes the context of the debt sale, nature of the debt, and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement including 'Debt Portfolio', 'Cut-off Date', 'Purchase Price'
4. Sale and Purchase: Core terms of the sale including purchase price, payment terms, and transfer mechanics
5. Representations and Warranties: Seller's warranties about the debt portfolio and purchaser's warranties about their authority to purchase
6. Completion: Details of when and how the transfer will complete, including conditions precedent
7. Post-Completion Obligations: Obligations of both parties after the sale completes, including documentation transfer
1. Put-Back Rights: Right to return ineligible accounts to seller - use when purchaser wants ability to return accounts that don't meet agreed criteria
2. Forward Flow Provisions: Terms for ongoing sale of future debt - use when agreement covers recurring sales of debt
3. Transition Services: Services provided by seller post-sale - use when seller agrees to provide temporary support services
1. Debt Portfolio Schedule: Detailed list of accounts being sold including account numbers, balances, and key information
2. Eligibility Criteria: Specific criteria that each debt account must meet
3. Form of Transfer Notice: Template for formal notice of transfer to debtors
4. Due Diligence Materials: List of documents provided during due diligence
5. Pricing Schedule: Detailed breakdown of purchase price calculation
6. Required Documentation: List of documentation to be delivered at completion
Account Data
Account Documents
Applicable Law
Assigned Rights
Business Day
Closing Date
Completion
Cut-off Date
Data Protection Laws
Debt Portfolio
Defaulted Accounts
Due Diligence Materials
Effective Date
Eligible Accounts
Excluded Assets
Forward Flow Period
Ineligible Accounts
Initial Purchase Price
Outstanding Balance
Personal Data
Purchase Price
Purchase Price Adjustment
Purchased Accounts
Regulatory Authority
Related Rights
Relevant Debtors
Required Documentation
Servicer
Transfer Date
Transfer Notice
Transition Period
Warranties
Purchase Price and Payment
Completion
Conditions Precedent
Representations and Warranties
Transfer of Title
Assignment of Rights
Due Diligence
Data Protection
Confidentiality
Post-Completion Obligations
Put-Back Rights
Indemnification
Regulatory Compliance
Record Keeping
Information Exchange
Forward Flow Provisions
Servicing Arrangements
Notices
Force Majeure
Governing Law
Dispute Resolution
Amendment and Waiver
Severability
Assignment and Delegation
Entire Agreement
Third Party Rights
Costs and Expenses
Further Assurance
Counterparts
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