Liability Transfer Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

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.

Document background
A Liability Transfer Agreement is a crucial document used in the UAE when one party wishes to transfer its rights as a creditor to another party. This document is particularly relevant in debt restructuring, corporate reorganizations, and financial transactions. The agreement must comply with the UAE Civil Code (Federal Law No. 5 of 1985) and incorporate Sharia principles, particularly regarding the concept of Hawalah (debt transfer). It needs to address specific UAE requirements including proper documentation, witnessing, and potential regulatory approvals. The agreement typically includes detailed provisions about the liability being transferred, consideration, security arrangements, and the mechanisms for transfer. It's commonly used in scenarios involving corporate debt restructuring, asset sales, or when financial institutions transfer loan portfolios.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

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

Relevant Teams

Legal

Finance

Treasury

Compliance

Risk Management

Corporate Affairs

Credit Management

Islamic Banking

Regulatory Affairs

Corporate Restructuring

Relevant Roles

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

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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