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Debt Transfer Agreement
"I need a Debt Transfer Agreement under German law to transfer a €2.5M corporate loan from our manufacturing subsidiary to our holding company, including the transfer of existing security arrangements, with the transfer to be effective from March 1, 2025."
1. Parties: Identification of the original debtor, the new debtor, and the creditor
2. Background: Context of the debt transfer, including description of the original debt relationship and reason for transfer
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter of Transfer: Detailed description of the debt being transferred, including amount, origin, and current status
5. Transfer Agreement: Core provisions effecting the transfer of debt from original debtor to new debtor
6. Consent of Creditor: Express consent of the creditor to the debt transfer as required under German law
7. Representations and Warranties: Statements by all parties regarding their capacity and authority to enter into the agreement
8. Rights and Obligations: Detailed description of the rights and obligations of each party following the transfer
9. Effective Date: Specification of when the transfer becomes effective
10. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes
11. Execution: Signature blocks and execution formalities
1. Security Arrangements: Details of any security interests or guarantees being transferred or newly created - include when existing securities need to be transferred or new securities are being established
2. Payment Terms: Specific arrangements for any payments between parties - include when there is consideration for the debt transfer
3. Conditions Precedent: Conditions that must be met before the transfer becomes effective - include when transfer depends on specific events or approvals
4. Tax Provisions: Allocation of tax liabilities and responsibilities - include when transfer has significant tax implications
5. Notices: Communication procedures between parties - include for complex transfers or ongoing obligations
6. Severability: Provisions for partial invalidity - include when agreement is particularly complex
7. Assignment Restrictions: Limitations on further transfers - include when parties want to restrict future transfers
8. Costs and Expenses: Allocation of transaction costs - include when significant costs are involved
1. Schedule 1 - Debt Details: Detailed description of the debt being transferred, including payment history and current balance
2. Schedule 2 - Original Debt Documentation: Copies or details of the original debt agreements and related documents
3. Schedule 3 - Security Documentation: Details of any existing security arrangements being transferred
4. Schedule 4 - Payment Schedule: If applicable, schedule of any outstanding payments or new payment arrangements
5. Appendix A - Consent Forms: Required consent forms from creditor or other relevant parties
6. Appendix B - Corporate Authorizations: Copies of corporate resolutions or other authorization documents
Authors
Banking and Financial Services
Corporate Services
Real Estate
Manufacturing
Retail
Professional Services
Construction
Healthcare
Technology
Energy
Legal
Finance
Treasury
Corporate Secretariat
Risk Management
Compliance
Credit Management
Corporate Development
Restructuring
Chief Financial Officer
Finance Director
Legal Counsel
Corporate Lawyer
Treasury Manager
Financial Controller
Risk Manager
Debt Manager
Corporate Secretary
Compliance Officer
Business Development Director
Restructuring Officer
Credit Manager
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