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Promissory Note Transfer Agreement for Canada

Promissory Note Transfer Agreement Template for Canada

A comprehensive legal agreement governed by Canadian law that facilitates the transfer of a promissory note from one party (the transferor) to another (the transferee). The document outlines the terms and conditions of the transfer, including the purchase price, representations and warranties, and delivery requirements. It ensures compliance with federal legislation such as the Bills of Exchange Act and relevant provincial laws governing security interests and document transfers. The agreement includes provisions for the proper endorsement and physical delivery of the note, along with any necessary supporting documentation to establish chain of title.

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What is a Promissory Note Transfer Agreement?

The Promissory Note Transfer Agreement is a crucial document used in Canadian financial transactions when one party wishes to sell or assign their rights under a promissory note to another party. This agreement is commonly used in situations involving debt sales, portfolio transfers, or business restructuring. It must comply with both federal legislation (such as the Bills of Exchange Act) and provincial laws governing security interests and contract formation. The document includes essential elements such as the identification of the original note, purchase price, representations about the note's validity, and transfer mechanics. It's particularly important in commercial lending, debt trading, and investment scenarios where promissory notes are being sold or transferred as part of larger financial transactions. The agreement helps ensure proper documentation of the transfer and protects both parties' interests while maintaining the note's enforceability.

What sections should be included in a Promissory Note Transfer Agreement?

1. Parties: Identification of the Transferor and Transferee

2. Background: Context of the transfer, including description of the original promissory note and reason for transfer

3. Definitions: Key terms used throughout the agreement, including 'Promissory Note', 'Transfer Date', 'Purchase Price'

4. Transfer and Assignment: Core provisions detailing the transfer of rights and obligations under the promissory note

5. Purchase Price and Payment: Details of the consideration for the transfer and payment terms

6. Representations and Warranties of Transferor: Transferor's assertions about ownership, right to transfer, and status of the note

7. Representations and Warranties of Transferee: Transferee's assertions about authority to purchase and compliance with laws

8. Closing and Delivery: Mechanics of executing the transfer, including delivery of original note and supporting documents

9. Further Assurances: Obligations to take additional steps to perfect the transfer

10. Governing Law: Specification of applicable law and jurisdiction

11. General Provisions: Standard boilerplate including notices, amendments, and counterparts

What sections are optional to include in a Promissory Note Transfer Agreement?

1. Conditions Precedent: Used when the transfer is subject to specific conditions being met before closing

2. Recourse Provisions: Include when the transfer is with or without recourse to the transferor

3. Security Arrangements: Required if additional security is being provided for the transferred note

4. Tax Matters: Include when there are specific tax implications or allocations to address

5. Regulatory Compliance: Required when the transfer is subject to specific regulatory requirements

6. Servicing Provisions: Include if there are ongoing servicing arrangements for the note

What schedules should be included in a Promissory Note Transfer Agreement?

1. Schedule A - Promissory Note: Copy or description of the original promissory note being transferred

2. Schedule B - Payment History: Record of payments made on the note prior to transfer

3. Schedule C - Transfer Documents: Forms and notices required to effect the transfer

4. Schedule D - Due Diligence Documents: List of documents reviewed in connection with the transfer

5. Appendix 1 - Notice of Transfer: Form of notice to be sent to the original maker of the note

6. Appendix 2 - Assignment Endorsement: Form of endorsement to be placed on original note

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Canada

Publisher

Ƶ

Document Type

Transfer Agreement

Cost

Free to use
Relevant legal definitions








































Clauses

































Relevant Industries

Financial Services

Banking

Investment Management

Real Estate

Commercial Lending

Private Equity

Asset Management

Debt Collection

Corporate Finance

Business Services

Relevant Teams

Legal

Finance

Treasury

Risk Management

Compliance

Credit Administration

Portfolio Management

Document Management

Corporate Services

Business Development

Relevant Roles

Chief Financial Officer

Treasury Manager

Investment Manager

Legal Counsel

Corporate Lawyer

Finance Director

Credit Manager

Portfolio Manager

Risk Manager

Compliance Officer

Transaction Manager

Debt Collection Manager

Financial Controller

Business Development Manager

Account 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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