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Debt Sale Agreement
"I need a Debt Sale Agreement governed by Irish law for the sale of a €50M non-performing commercial loan portfolio, with completion planned for March 2025, including specific provisions for GDPR compliance and post-completion servicing arrangements."
1. Parties: Identification of the seller and purchaser, including registration details and regulatory status
2. Background: Context of the transaction, nature of the debt portfolio, and basis for the sale
3. Definitions: Detailed definitions of terms used throughout the agreement, including regulatory and technical terms
4. Sale and Purchase: Core terms of the sale, including the agreement to sell and purchase the debt portfolio
5. Purchase Price and Payment: Details of the purchase price, payment mechanics, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion of the sale
7. Completion: Process and requirements for completing the transaction
8. Representations and Warranties: Seller's and purchaser's representations regarding their capacity, authority, and the debt portfolio
9. Data Protection: Obligations regarding handling of personal data in compliance with GDPR and Irish Data Protection Act
10. Regulatory Compliance: Obligations regarding compliance with relevant financial services regulations
11. Indemnities: Mutual indemnifications for breach of agreement and other specified circumstances
12. Transfer of Rights: Mechanics for transferring rights, title, and interest in the debt portfolio
13. Post-Completion Obligations: Ongoing obligations after completion, including document handling and notifications
14. Confidentiality: Provisions regarding confidential information and its protection
15. Notices: Process for serving notices under the agreement
16. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for disputes
1. Transitional Services: Required when the seller will provide services to the purchaser during a transition period
2. Put-Back Rights: Include when the purchaser has rights to require the seller to repurchase certain debts
3. Migration Services: Needed when specific arrangements for migrating data and documents are required
4. Consumer Protection: Additional section when the debt portfolio includes consumer debts
5. Sub-Participation: Include when there are sub-participation arrangements in the debt portfolio
6. Security Transfer: Required when the debt portfolio includes secured debts
7. Third Party Rights: Include when rights are being granted to third parties under the agreement
8. Break Fees: Include when there are break fee arrangements if the transaction fails
1. Schedule 1 - Debt Portfolio: Detailed list and description of the debts being sold
2. Schedule 2 - Completion Requirements: Detailed list of documents and actions required for completion
3. Schedule 3 - Seller's Warranties: Detailed warranties given by the seller regarding the debt portfolio
4. Schedule 4 - Form of Transfer Documents: Template documents for effecting the transfer of debts
5. Schedule 5 - Data Fields: Specification of data fields to be provided for each debt
6. Schedule 6 - Purchase Price Calculation: Detailed methodology for calculating the purchase price
7. Schedule 7 - Excluded Debts: List of debts specifically excluded from the sale
8. Appendix A - Data Processing Agreement: Detailed terms for processing personal data in compliance with GDPR
9. Appendix B - Notice to Debtors: Form of notice to be sent to debtors regarding the transfer
Authors
Assigned Rights
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Cut-off Date
Data Protection Laws
Data Subject
Debt Documents
Debt Portfolio
Debtor
Default Interest
Defaulted Debt
Disposal
Effective Date
Eligible Debt
Encumbrance
Excluded Debt
Financial Regulator
GDPR
Governmental Authority
Indebtedness
Insolvency Event
Interest Period
Loan Agreement
Long Stop Date
Material Adverse Effect
Non-Performing Loan
Notice of Assignment
Outstanding Balance
Performing Loan
Personal Data
Portfolio Schedule
Purchase Price
Purchase Price Adjustment
Purchaser's Group
Put-Back Debt
Regulatory Approvals
Related Rights
Relevant Period
Secured Assets
Security Interest
Seller's Group
Servicing Agreement
Settlement Date
Transaction Documents
Transfer Documents
Transitional Period
Warranty Breach
Working Day
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Post-Completion Obligations
Representations and Warranties
Seller Warranties
Purchaser Warranties
Data Protection
GDPR Compliance
Regulatory Compliance
Transfer of Rights
Assignment
Security Interest
Put-Back Rights
Repurchase Obligations
Indemnification
Limitation of Liability
Confidentiality
Data Security
Notice Requirements
Further Assurance
Transitional Services
Document Delivery
Information Rights
Sub-Participation
Consumer Protection
Anti-Money Laundering
Force Majeure
Termination
Remedies
Dispute Resolution
Governing Law
Jurisdiction
Severability
Entire Agreement
Amendments
Counterparts
Third Party Rights
Costs and Expenses
Tax
Notices
Boilerplate
Banking
Financial Services
Debt Collection
Investment Management
Credit Services
Asset Management
Consumer Finance
Commercial Lending
Mortgage Services
Alternative Investment
Legal
Finance
Risk Management
Compliance
Data Protection
Credit Operations
Investment
Portfolio Management
Collections
Treasury
Operations
Regulatory Affairs
Chief Financial Officer
Head of Legal
Portfolio Manager
Risk Manager
Compliance Officer
Data Protection Officer
Credit Manager
Investment Director
Legal Counsel
Transaction Manager
Debt Recovery Manager
Portfolio Analyst
Chief Risk Officer
Head of Collections
Investment Analyst
Regulatory Compliance Manager
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