Loan Purchase Agreement Template for Netherlands

A Loan Purchase Agreement is essential for transactions involving the transfer of loans or loan portfolios in the Netherlands. This document is commonly used in loan trading, debt portfolio sales, and restructuring scenarios where loans need to be transferred between parties. The agreement must comply with Dutch civil law requirements for the valid transfer of receivables (overdracht van vorderingen) and incorporate specific provisions required by Dutch financial regulations. It typically includes detailed information about the loan portfolio, purchase price mechanics, representations about the loans' status and documentation, and transfer procedures. The agreement is particularly important in situations involving portfolio sales by banks, debt trading by investment funds, or corporate restructuring scenarios.

1. Parties: Identification of the Seller and Purchaser, including full legal names and registration details

2. Background: Context of the transaction, description of the loan portfolio, and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement

4. Sale and Purchase: Core provisions regarding the sale and transfer of the loans, including the commitment to sell and purchase

5. Purchase Price and Payment: Determination of purchase price, payment mechanics, and any adjustments

6. Completion: Conditions precedent, completion mechanics, and timing of the transfer

7. Transfer Mechanics: Legal mechanism for transferring the loans under Dutch law, including assignment requirements

8. Seller's Representations and Warranties: Representations and warranties regarding the loans, seller's authority, and loan documentation

9. Purchaser's Representations and Warranties: Representations and warranties regarding purchaser's authority and capacity

10. Covenants: Ongoing obligations of both parties, including document delivery and cooperation

11. Indemnities: Indemnification provisions for breach of representations, warranties, or covenants

12. Notices: Process and requirements for formal communications between parties

13. Confidentiality: Obligations regarding confidential information and announcements

14. Data Protection: Compliance with GDPR and other data protection requirements

15. Governing Law and Jurisdiction: Dutch law as governing law and jurisdiction provisions

16. General Provisions: Standard boilerplate clauses including amendments, waivers, and severability