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1. Parties: Identification of all parties: the original debtor (transferor), the new debtor (transferee), and the creditor
2. Background: Context of the original debt and the reason for the transfer
3. Definitions: Definitions of key terms used in the agreement
4. Transfer of Debt: Core provisions detailing the debt being transferred and the terms of transfer
5. Consideration: Details of any consideration paid between the original debtor and new debtor
6. Representations and Warranties: Statements of fact and assurances from all parties regarding their capacity and the debt
7. Obligations of the Parties: Specific duties and responsibilities of each party before, during, and after the transfer
8. Effective Date and Conditions Precedent: When the transfer becomes effective and any conditions that must be met
9. Notices: How formal communications between parties should be made
10. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
11. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Security Arrangements: Required when existing security needs to be transferred or new security is being provided
2. Sharia Compliance: Required when the agreement needs explicit confirmation of compliance with Sharia principles
3. Regulatory Compliance: Required when the transfer involves regulated entities or requires regulatory approvals
4. Tax Provisions: Required when there are specific tax implications that need to be addressed
5. Novation Provisions: Required when the transfer involves a complete novation rather than just a debt transfer
6. Third Party Consents: Required when the transfer requires approval from parties not directly involved in the transfer
7. Currency Provisions: Required when the debt transfer involves multiple currencies
1. Schedule 1 - Details of the Original Debt: Detailed description of the debt being transferred, including amount, interest, and payment terms
2. Schedule 2 - Payment Schedule: Schedule of payments to be made by the new debtor
3. Schedule 3 - Security Details: Details of any security arrangements being transferred or created
4. Schedule 4 - Form of Notice to Creditor: Template for formal notification to the creditor of the transfer
5. Schedule 5 - Conditions Precedent Documents: List of documents required before the transfer becomes effective
6. Appendix A - Related Agreements: Copies or details of any related agreements referenced in the main agreement
7. Appendix B - Corporate Authorizations: Copies of relevant corporate approvals and authorizations
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