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1. Parties: Identification of the seller (current debt holder) and purchaser, including registration details and addresses
2. Background: Context of the transaction, including brief description of the debt portfolio and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including the agreement to sell and purchase the debt
5. Purchase Price: Details of the purchase price, payment terms, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before the agreement becomes effective
7. Completion: Process and requirements for completing the transfer of the debt
8. Transfer Mechanics: Detailed process for transferring the debt, including documentation requirements
9. Representations and Warranties: Statements of fact and assurances from both parties about their capacity and the debt
10. Seller's Undertakings: Ongoing obligations of the seller regarding the debt and related matters
11. Purchaser's Undertakings: Obligations of the purchaser, including compliance with relevant laws
12. Confidentiality: Provisions regarding confidential information and data protection
13. Indemnities: Protections and indemnifications provided between the parties
14. Term and Termination: Duration of the agreement and circumstances for termination
15. Governing Law and Jurisdiction: Specification of South African law as governing law and jurisdiction for disputes
16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Regulatory Compliance: Detailed section on compliance with specific regulations, used when dealing with regulated debt types
2. Data Protection: Expanded section on POPIA compliance, used when significant personal data is involved
3. Multiple Tranches: Section dealing with multiple debt portfolios or tranches, used in complex transactions
4. Servicing Arrangements: Terms for ongoing servicing of the debt, used when seller continues to service the debt
5. Security Arrangements: Details of any security or collateral, used when debt is secured
6. Step-in Rights: Provisions for stepping into existing agreements, used when relevant to the debt collection
7. Tax Provisions: Detailed tax considerations, used when complex tax implications exist
8. Foreign Currency Provisions: Currency conversion and foreign exchange provisions, used for international transactions
1. Schedule 1 - The Debt Portfolio: Detailed list and description of all debt being purchased
2. Schedule 2 - Completion Requirements: Checklist of documents and actions required for completion
3. Schedule 3 - Form of Transfer Notice: Template for formal notice of transfer to debtors
4. Schedule 4 - Warranties: Detailed warranties relating to the debt portfolio
5. Schedule 5 - Due Diligence Results: Summary of due diligence findings and any identified issues
6. Schedule 6 - Excluded Debts: List of any debts specifically excluded from the purchase
7. Schedule 7 - Required Consents: List of required regulatory or third-party consents
8. Appendix A - Pro Forma Notices: Templates for various notices required under the agreement
9. Appendix B - Power of Attorney: Form of power of attorney for debt collection purposes
Applicable Law
Business Day
Claim
Closing Date
Collection Period
Completion
Completion Date
Confidential Information
Cut-off Date
Data Protection Laws
Debt Documents
Debt Portfolio
Debtor
Default Interest
Effective Date
Encumbrance
Excluded Debts
Financial Intelligence Centre Act
Financial Records
Insolvency Event
Interest Rate
Long Stop Date
Material Adverse Effect
National Credit Act
Original Credit Agreement
Outstanding Balance
Payment Date
Personal Information
Portfolio Schedule
Purchase Price
Purchased Assets
Regulatory Authority
Related Rights
Relevant Documents
Security
Security Interest
Seller's Records
Settlement Amount
South African Reserve Bank
Transaction Documents
Transfer Date
Transfer Notice
Transfer Requirements
Warranties
Working Hours
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Transfer Mechanics
Representations
Warranties
Indemnities
Undertakings
Seller Covenants
Purchaser Covenants
Security
Assignment
Confidentiality
Data Protection
Regulatory Compliance
Anti-Money Laundering
Consumer Protection
Debt Collection Practices
Notice Requirements
Default
Termination
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Severability
Entire Agreement
Amendment
Waiver
Further Assurance
Costs
Interest
Set-Off
Notices
Counterparts
Third Party Rights
Time of Essence
Banking
Financial Services
Debt Collection
Credit Management
Asset Management
Insurance
Consumer Finance
Commercial Finance
Private Equity
Distressed Asset Investment
Retail Banking
Corporate Banking
Legal
Finance
Risk Management
Compliance
Credit Management
Collections
Treasury
Operations
Investment
Portfolio Management
Corporate Finance
Due Diligence
Chief Financial Officer
Legal Counsel
Debt Portfolio Manager
Credit Risk Manager
Collections Manager
Investment Manager
Compliance Officer
Financial Controller
Portfolio Analyst
Risk Officer
Treasury Manager
Debt Recovery Specialist
Corporate Finance Manager
Investment Director
Legal Director
Operations Manager
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