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Loan Assumption Agreement
1. Parties: Identification of the Original Borrower, Assuming Party, and Lender, including full legal names and registration details
2. Background: Description of the original loan agreement, its key terms, and the context for the assumption
3. Definitions: Definitions of key terms used throughout the agreement, including 'Original Loan Agreement', 'Assumption Date', and 'Assumed Obligations'
4. Assumption of Obligations: Core provision detailing the assumption of loan obligations and responsibilities by the Assuming Party
5. Consideration: Details of any consideration paid between Original Borrower and Assuming Party for the assumption
6. Effective Date and Conditions Precedent: Specifies when the assumption takes effect and any conditions that must be met beforehand
7. Continuing Terms: Confirmation that original loan terms continue to apply to the assumed obligations
8. Representations and Warranties: Statements of fact and assurances from both Original Borrower and Assuming Party
9. Lender's Rights and Consents: Confirmation of Lender's rights and specific consents to the assumption
10. Notices: Requirements and procedures for formal communications between parties
11. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
12. Execution: Signature blocks and execution requirements for all parties
1. Release of Original Borrower: Optional section releasing the Original Borrower from future liability - used when there is a complete novation rather than just an assumption
2. Security Arrangements: Required when the original loan is secured - addresses transfer or replacement of security arrangements
3. Guarantor Provisions: Include when there are existing guarantors or new guarantors being added as part of the assumption
4. Tax Provisions: Detailed tax implications and responsibilities - particularly relevant for commercial loans or high-value transactions
5. Interest Rate Adjustments: Used when the assumption involves any modification to the original interest terms
6. Assignment and Transfer Restrictions: Include for larger commercial loans where transfer restrictions are important
7. Joint and Several Liability: Include when the Original Borrower will remain partially liable or when multiple parties are assuming the loan
1. Schedule 1 - Original Loan Agreement: Copy or summary of the original loan agreement being assumed
2. Schedule 2 - Current Loan Balance and Terms: Detailed statement of the current loan balance and payment terms as of the assumption date
3. Schedule 3 - Security Details: Details of any security arrangements being transferred or maintained
4. Schedule 4 - Conditions Precedent: List of all conditions that must be satisfied before the assumption becomes effective
5. Schedule 5 - Form of Notice to Third Parties: Template notices required to inform relevant third parties of the assumption
6. Appendix A - Due Diligence Documents: List of due diligence documents provided by the Assuming Party
7. Appendix B - Payment Instructions: Updated payment instructions and bank account details for loan payments
Authors
Assumption Date
Assumed Obligations
Original Loan Agreement
Original Borrower
Assuming Party
Lender
Effective Date
Outstanding Balance
Security
Security Documents
Loan Documents
Business Day
Conditions Precedent
Default
Event of Default
Existing Security
Guaranteed Obligations
Guarantor
Interest Payment Date
Interest Period
Interest Rate
Material Adverse Effect
Notice
Original Loan
Payment Date
Permitted Transfer
Principal Amount
Release Date
Relevant Jurisdiction
Repayment Schedule
Security Agent
Security Interest
Signing Date
Transfer Certificate
Working Day
Danish Business Day
Assumption Documents
Consent Documents
Due Diligence Requirements
Financial Obligations
Liability Period
Payment Instructions
Relevant Authority
Required Consents
Transaction Documents
Recitals
Definitions
Interpretation
Assumption
Consideration
Payment Terms
Security
Conditions Precedent
Representations and Warranties
Covenants
Release
Continuing Obligations
Default
Remedies
Interest
Assignment
Notice
Amendments
Severability
Entire Agreement
Force Majeure
Confidentiality
Data Protection
Costs and Expenses
Indemnification
Governing Law
Jurisdiction
Waiver
Further Assurance
Counterparts
Time of Essence
Third Party Rights
Execution
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