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Liability Transfer Agreement
Need a Liability Transfer Agreement under UAE law for transferring a secured corporate loan of AED 50 million from Emirates Bank to Abu Dhabi Finance, with completion scheduled for March 2025 and including multiple collateral properties.
1. Parties: Identification of the transferor, transferee, and any other relevant parties including the original debtor
2. Background: Context of the existing liability and reason for transfer
3. Definitions and Interpretation: Key terms used in the agreement, including definition of the Liability being transferred
4. Transfer of Liability: Core provisions detailing the transfer mechanism and effective date
5. Consideration: Details of any payment or consideration for the transfer
6. Representations and Warranties: Standard warranties regarding authority, capacity, and status of the liability
7. Original Debtor's Obligations: Confirmation of continuing obligations and relationship with new creditor
8. Completion and Timing: Steps to be taken to complete the transfer and timeline
9. Notices: Communication procedures between parties
10. Governing Law and Jurisdiction: Confirmation of UAE law application and jurisdiction for disputes
1. Security Arrangements: Required if the liability is secured by any assets or guarantees
2. Regulatory Compliance: Needed if the transfer requires regulatory approvals or notifications
3. Multiple Creditors: Required if there are multiple creditors or syndicated facilities
4. Tax Provisions: Include if there are significant tax implications of the transfer
5. Currency Provisions: Required if the liability involves multiple currencies
6. Set-off Rights: Include if parties wish to preserve or exclude set-off rights
7. Sharia Compliance: Required if the agreement needs explicit Sharia compliance provisions
8. Step-In Rights: Include if there are specific circumstances where original creditor can step back in
1. Schedule 1 - Details of the Liability: Comprehensive description of the liability being transferred including amount, interest, payment terms
2. Schedule 2 - Security Details: List and details of any security or collateral associated with the liability
3. Schedule 3 - Completion Requirements: Checklist of documents and actions required to complete the transfer
4. Schedule 4 - Form of Notice to Debtor: Template for notifying the original debtor of the transfer
5. Schedule 5 - Existing Facility Documents: List of all relevant existing agreements and documents
6. Appendix A - Required Regulatory Approvals: List of necessary regulatory approvals and status
7. Appendix B - Form of Transfer Certificate: Standard form for documenting the completed transfer
Authors
Applicable Law
Business Day
Completion
Completion Date
Consideration
Cut-off Date
Effective Date
Encumbrance
Event of Default
Existing Facility Agreement
Facility Documents
Financial Indebtedness
Governmental Authority
Hawalah
Liability
Material Adverse Effect
Original Creditor
Original Debtor
Outstanding Amount
Parties
Permitted Security
Related Rights
Relevant Jurisdiction
Security
Security Documents
Sharia
Transfer
Transfer Certificate
Transfer Date
Transfer Documents
Transferee
Transferor
UAE
Working Hours
Definitions
Transfer of Liability
Consideration
Completion
Conditions Precedent
Representations and Warranties
Covenants
Security
Payment Terms
Set-off Rights
Further Assurance
Assignment
Notices
Amendments
Severability
Entire Agreement
Counterparts
Confidentiality
Force Majeure
Compliance with Laws
Anti-Money Laundering
Sharia Compliance
Regulatory Requirements
Indemnification
Default
Remedies
Costs and Expenses
Governing Law
Dispute Resolution
Third Party Rights
Waiver
Time of Essence
Banking and Financial Services
Corporate Finance
Real Estate and Construction
Manufacturing and Industrial
Energy and Resources
Healthcare
Retail and Consumer
Infrastructure and Projects
Technology and Communications
Professional Services
Legal
Finance
Treasury
Compliance
Risk Management
Corporate Affairs
Credit Management
Islamic Banking
Regulatory Affairs
Corporate Restructuring
Chief Financial Officer
Finance Director
Legal Counsel
Corporate Lawyer
Compliance Officer
Risk Manager
Treasury Manager
Credit Manager
Debt Restructuring Specialist
Transaction Manager
Company Secretary
Financial Controller
Islamic Finance Specialist
Corporate Finance Manager
Regulatory Affairs Director
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