Debt Novation Agreement Template for Malaysia

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Key Requirements PROMPT example:

Debt Novation Agreement

"I need a Debt Novation Agreement for transferring a secured corporate loan of RM 5 million from our subsidiary company to our parent company, with the existing security arrangements to be maintained and the transfer to be effective from March 1, 2025."

Document background
The Debt Novation Agreement is a crucial legal instrument in Malaysian commercial practice, used when parties wish to transfer debt obligations from one entity to another. This document becomes necessary in various scenarios, including corporate restructuring, business acquisitions, or debt refinancing arrangements. The agreement must comply with Malaysian law, particularly the Contracts Act 1950 and relevant financial regulations. It contains detailed provisions about the existing debt, the terms of transfer, and any security arrangements. The document ensures a clean break from the original debt obligation while establishing a new, legally binding commitment from the new debtor. It's essential that all parties clearly understand their rights and obligations under the novation, as it effectively creates a new contract rather than just assigning rights under the existing one.
Suggested Sections

1. Parties: Identifies all parties involved: the original debtor, the new debtor (who assumes the debt), and the creditor

2. Background: Recitals explaining the existing debt arrangement and the parties' intention to novate the debt

3. Definitions: Defines key terms used throughout the agreement, including 'Existing Debt', 'Effective Date', and other relevant terms

4. Novation: Core clause that effects the transfer of obligations from original debtor to new debtor

5. Release of Original Debtor: Explicitly releases the original debtor from their obligations under the existing debt

6. New Debtor's Obligations: Details the new debtor's commitment to assume and perform all obligations under the debt

7. Representations and Warranties: Standard warranties from all parties regarding their capacity and authority to enter into the agreement

8. Governing Law and Jurisdiction: Specifies Malaysian law as governing law and establishes jurisdiction for disputes

9. Notices: Details how formal notices between parties should be given and when they're deemed received

10. Execution: Signature blocks for all parties with appropriate attestation requirements

Optional Sections

1. Security Arrangements: Required when the existing debt is secured by assets or guarantees that need to be transferred or renewed

2. Conditions Precedent: Include when the novation is conditional upon certain events or approvals

3. Costs and Stamp Duty: Include when there's a need to specify which party bears various costs and stamp duty

4. Corporate Authorizations: Required when any party is a company and needs to specify internal approvals

5. Confidentiality: Include when parties wish to keep the terms of the novation confidential

6. Further Assurance: Include when parties may need to execute additional documents or take further actions to perfect the novation

Suggested Schedules

1. Schedule 1 - Existing Debt Details: Detailed description of the debt being novated, including amount, interest rate, and payment terms

2. Schedule 2 - Security Documents: List and copies of any security documents relating to the existing debt

3. Schedule 3 - Payment Schedule: If applicable, the schedule of payments to be made by the new debtor

4. Schedule 4 - Corporate Authorizations: Copies of relevant board resolutions or other corporate approvals

5. Schedule 5 - Related Agreements: List and copies of any related agreements affected by the novation

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 Industries

Banking and Financial Services

Real Estate and Property Development

Corporate Services

Construction

Manufacturing

Infrastructure

Energy

Telecommunications

Retail

Healthcare

Relevant Teams

Legal

Finance

Treasury

Risk Management

Compliance

Corporate Secretariat

Credit Control

Corporate Finance

Restructuring

Commercial

Relevant Roles

Chief Financial Officer

Finance Director

Legal Counsel

Corporate Lawyer

Financial Controller

Treasury Manager

Risk Manager

Company Secretary

Commercial Director

Credit Manager

Restructuring Officer

Compliance Officer

Transaction Manager

Corporate Finance Manager

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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