Debt Sale Agreement Template for Ireland

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Key Requirements PROMPT example:

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."

Document background
The Debt Sale Agreement is a crucial document used in Irish financial markets when one entity wishes to transfer a portfolio of debts to another. It is particularly relevant in scenarios where banks, financial institutions, or creditors want to dispose of non-performing loans, restructure their debt portfolios, or optimize their balance sheets. The agreement must comply with Irish financial services regulations, including Central Bank requirements, consumer protection laws, and data protection regulations. It typically includes detailed provisions about the debt portfolio, purchase price mechanisms, warranties, and operational requirements for the transfer. This document type has become increasingly important in Ireland's financial sector, especially following the financial crisis and subsequent focus on non-performing loan management.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Financial Services

Debt Collection

Investment Management

Credit Services

Asset Management

Consumer Finance

Commercial Lending

Mortgage Services

Alternative Investment

Relevant Teams

Legal

Finance

Risk Management

Compliance

Data Protection

Credit Operations

Investment

Portfolio Management

Collections

Treasury

Operations

Regulatory Affairs

Relevant Roles

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

Industries
Consumer Credit Act 1995: Regulates credit agreements and provides consumer protection measures for credit transactions, including requirements for information disclosure and consumer rights
Central Bank Act 1997: Governs financial institutions and regulated financial activities, including debt purchasing and credit servicing
Credit Reporting Act 2013: Establishes the legal framework for credit reporting and the Central Credit Register, relevant for debt transfer and reporting obligations
General Data Protection Regulation (GDPR): European Union regulation on data protection and privacy, crucial for handling personal data involved in debt transfers
Data Protection Act 2018: Irish implementation of GDPR, providing specific national requirements for data protection
Criminal Justice (Money Laundering and Terrorist Financing) Act 2010: Sets out anti-money laundering requirements relevant to financial transactions and debt purchases
Consumer Protection Code 2012: Central Bank's requirements for financial services providers, including provisions relevant to debt collection and transfer
European Union (Consumer Mortgage Credit Agreements) Regulations 2016: Specific regulations for mortgage credit agreements, relevant if the debt sale includes mortgage debt
Companies Act 2014: General corporate law framework governing business transactions and contracts between companies
Financial Services and Pensions Ombudsman Act 2017: Establishes dispute resolution mechanisms for financial services, relevant for handling customer complaints post-debt sale
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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