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Debt Purchase Agreement
"I need a Debt Purchase Agreement under Swiss law for my bank's sale of a CHF 50 million consumer loan portfolio to a debt collection company, with completion planned for March 2025 and including ongoing servicing arrangements."
1. Parties: Identification of the Seller (current debt holder) and Buyer, including full legal names and addresses
2. Background: Context of the transaction, origin of the debt, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core terms of the debt purchase, including identification of the debt being sold and purchase price
5. Completion: Conditions precedent, completion mechanics, and timing of the transfer
6. Assignment and Transfer: Legal mechanism for transferring the debt under Swiss law, including notice requirements
7. Purchase Price and Payment: Detailed terms of payment, including method, timing, and any adjustments
8. Seller's Warranties: Warranties regarding the debt's existence, enforceability, and absence of encumbrances
9. Buyer's Warranties: Warranties from the buyer regarding authority and capacity to purchase
10. Data Protection and Confidentiality: Provisions ensuring compliance with Swiss data protection laws and confidentiality obligations
11. Further Assurance: Obligations to execute additional documents or take further actions if needed
12. Notices: Communication procedures between parties
13. Governing Law and Jurisdiction: Confirmation of Swiss law governance and jurisdiction for disputes
1. Security Interests: Required if the debt includes any associated security interests or collateral
2. Regulatory Compliance: Needed if the transaction falls under financial market regulations or involves regulated entities
3. Consumer Protection: Required if the debt involves consumer credits or loans
4. Sub-Participation: Include if the agreement allows for sub-participation in the purchased debt
5. Servicing Arrangements: Required if there are ongoing servicing arrangements for the debt
6. Put Option: Include if the seller has the right to repurchase the debt under certain conditions
7. True Sale Provisions: Required for transactions where true sale characterization is crucial
1. Schedule 1 - Debt Schedule: Detailed list and description of all debt being purchased, including amount, interest, and debtor details
2. Schedule 2 - Completion Requirements: List of documents and actions required for completion
3. Schedule 3 - Form of Transfer Notice: Template for notifying debtors of the transfer as required by Swiss law
4. Schedule 4 - Seller's Power of Attorney: Form of power of attorney for post-completion actions
5. Schedule 5 - Due Diligence Documents: List of due diligence documents provided by the seller
6. Schedule 6 - Excluded Claims: List of any claims or rights explicitly excluded from the purchase
7. Appendix A - Original Debt Documentation: Copies of original debt agreements and related documents
Authors
Assigned Rights
Business Day
Completion
Completion Date
Conditions Precedent
Cut-off Date
Data Protection Laws
Debt Documents
Debt Portfolio
Default Interest
Defaulted Debt
Effective Date
Encumbrance
Excluded Claims
Financial Market Regulations
FINMA
Further Assurance
Governmental Authority
Insolvency Event
Insurance Policies
Interest Period
Legal Requirements
Longstop Date
Material Adverse Effect
Notice of Assignment
Original Credit Agreement
Outstanding Amount
Permitted Encumbrance
Portfolio Schedule
Purchase Price
Purchase Price Adjustment
Purchased Assets
Regulatory Approvals
Related Rights
Relevant Jurisdiction
Security Interest
Servicing Agreement
Swiss Business Day
Transfer Documents
Transfer Requirements
True Sale
Underlying Documents
Warranties
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Assignment
Transfer Mechanics
Representations and Warranties
Seller Warranties
Buyer Warranties
Indemnification
Security Interests
Data Protection
Confidentiality
Regulatory Compliance
Further Assurance
Set-off Rights
Tax
Costs and Expenses
Force Majeure
Notices
Amendments
Assignment and Transfer
Severability
Entire Agreement
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Banking
Financial Services
Debt Collection
Asset Management
Investment Management
Credit Management
Private Equity
Distressed Debt
Corporate Finance
Consumer Finance
Legal
Finance
Treasury
Risk Management
Compliance
Credit Management
Portfolio Management
Corporate Finance
Due Diligence
Debt Collection
Investment Management
Transaction Management
Chief Financial Officer
Head of Treasury
Portfolio Manager
Credit Manager
Legal Counsel
Compliance Officer
Risk Manager
Investment Director
Debt Collection Manager
Transaction Manager
Corporate Finance Director
Restructuring Manager
Due Diligence Manager
Financial Controller
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