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The Debt Investment Agreement is a crucial document used in Saudi Arabian financial transactions when one party seeks to provide funding to another under a Shariah-compliant structure. It is particularly relevant in commercial financing scenarios where traditional interest-based lending is not permissible under Islamic law. The agreement must carefully balance commercial objectives with religious and regulatory requirements, incorporating specific structural elements to ensure compliance with both Saudi Arabian law and Shariah principles. It includes detailed provisions covering the investment mechanism, profit calculation methods, security arrangements, and risk mitigation measures. This document is essential for both domestic and international investors operating in Saudi Arabia, requiring careful consideration of local regulatory requirements, including those from the Saudi Arabian Monetary Authority (SAMA) and the Capital Market Authority (CMA).

1. Parties: Identification of the parties to the agreement, including full legal names, registration details, and addresses

2. Background: Context of the debt investment and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Investment Terms: Core terms of the debt investment including principal amount, profit rate (structured in Shariah-compliant manner), and investment period

5. Disbursement: Conditions precedent and mechanics for disbursement of the investment amount

6. Repayment Terms: Schedule and mechanics for repayment of principal and profit payments

7. Security: Details of any security or collateral provided for the investment

8. Representations and Warranties: Standard and specific representations and warranties from both parties

9. Covenants: Positive and negative covenants applicable to the investee

10. Events of Default: Circumstances constituting default and consequences thereof

11. Shariah Compliance: Specific provisions ensuring the agreement complies with Islamic law principles

12. Taxes and Costs: Allocation of taxes, fees, and other costs related to the investment

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

14. Governing Law and Jurisdiction: Specification of Saudi law as governing law and jurisdiction for disputes

15. General Provisions: Standard boilerplate provisions including amendments, assignment, and severability