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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."
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
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
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
Business Day
Completion Date
Creditor
Effective Date
Encumbrance
Existing Debt
Existing Debt Agreement
Existing Security
Governing Law
Interest Rate
New Debt
New Debtor
New Security
Novation
Original Debtor
Outstanding Amount
Payment Date
Related Documents
Repayment Schedule
Security Documents
Security Interest
Stamp Duty
Transaction Documents
Working Day
Recitals
Definitions
Interpretation
Novation
Consideration
Release and Discharge
Assumption of Obligations
Representations and Warranties
Security
Conditions Precedent
Further Assurance
Costs
Stamp Duty
Notices
Assignment
Severability
Entire Agreement
Amendment
Counterparts
Third Party Rights
Confidentiality
Force Majeure
Governing Law
Dispute Resolution
Execution
Banking and Financial Services
Real Estate and Property Development
Corporate Services
Construction
Manufacturing
Infrastructure
Energy
Telecommunications
Retail
Healthcare
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Secretariat
Credit Control
Corporate Finance
Restructuring
Commercial
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
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