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Debt Transfer Agreement Template for Germany

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Key Requirements PROMPT example:

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."

Document background
The Debt Transfer Agreement (³§³¦³ó³Ü±ô»åü²ú±ð°ù²Ô²¹³ó³¾±ð) is a crucial document used in German business and financial transactions when one party wishes to transfer its debt obligations to another party. This agreement is governed by the German Civil Code (BGB) and requires specific formalities, including the creditor's explicit consent. It is commonly used in corporate restructurings, business acquisitions, or debt reorganizations where debt obligations need to be reassigned. The document must comply with §§ 414-419 BGB, which govern debt assumptions under German law, and typically includes detailed provisions about the debt being transferred, representations and warranties, and any associated security arrangements. This agreement is particularly important as it creates a complete substitution of the new debtor for the original debtor, making it distinct from other forms of debt arrangements.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 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 and Financial Services

Corporate Services

Real Estate

Manufacturing

Retail

Professional Services

Construction

Healthcare

Technology

Energy

Relevant Teams

Legal

Finance

Treasury

Corporate Secretariat

Risk Management

Compliance

Credit Management

Corporate Development

Restructuring

Relevant Roles

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

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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