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1. Parties: Identification of the seller(s) and purchaser(s), including registration details as required under German law
2. Background: Context of the transaction, description of the loan portfolio, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including German law-specific concepts
4. Sale and Purchase: Core terms of the purchase, including purchase price, payment mechanisms, and closing conditions
5. Assignment and Transfer: Provisions for the legal transfer of the loans under German law, including requirements under §§ 398-413 BGB
6. Purchase Price and Payment: Detailed provisions on purchase price calculation, adjustments, and payment terms
7. Closing: Conditions precedent, closing mechanics, and delivery requirements
8. Representations and Warranties: Seller and purchaser representations, including specific German law compliance warranties
9. Covenants: Pre- and post-closing obligations of the parties
10. Data Protection: GDPR and BDSG compliance requirements for handling borrower data
11. Regulatory Compliance: Compliance with German banking and financial services regulations
12. Confidentiality: Confidentiality obligations and permitted disclosures
13. Indemnification: Indemnification provisions and liability limitations
14. Governing Law and Jurisdiction: German law as governing law and jurisdiction provisions
1. Servicing Arrangements: Required if the servicing of the loans is being transferred or if new servicing arrangements are being established
2. Security Transfer: Required for secured loans, addressing the transfer of related security interests
3. Consumer Protection Provisions: Required if the portfolio includes consumer loans, addressing German Consumer Credit Act requirements
4. Third Party Consents: Required if any third-party consents are needed for the transfer
5. Tax Provisions: Detailed tax provisions if specific tax structures or considerations apply
6. Multiple Seller Provisions: Required if there are multiple sellers, addressing several liability and coordination
7. Borrower Notification: Specific provisions for notifying borrowers of the transfer, if not covered in main sections
1. Loan Portfolio Schedule: Detailed list and characteristics of the loans being purchased
2. Eligibility Criteria: Criteria that the loans must meet for inclusion in the purchase
3. Form of Transfer Documents: Ƶ for assignment and transfer documentation required under German law
4. Purchase Price Calculation: Detailed methodology for calculating the purchase price
5. Required Consents: List of required third-party consents and status
6. Form of Notices: Ƶ for borrower notifications and other required notices
7. Seller's Power of Attorney: Form of power of attorney for post-closing actions
8. Data Protection Requirements: Specific data protection and processing requirements under GDPR and BDSG
9. Closing Checklist: List of required closing deliverables and actions
Banking
Financial Services
Investment Management
Private Equity
Asset Management
Debt Collection
Credit Services
Special Situations
Distressed Debt
Real Estate Finance
Consumer Finance
Commercial Lending
Legal
Finance
Risk Management
Compliance
Investment
Portfolio Management
Credit Risk
Operations
Data Protection
Treasury
Debt Collection
Special Situations
Workout
Transaction Management
Legal Counsel
Transaction Manager
Portfolio Manager
Credit Risk Manager
Debt Purchase Manager
Investment Director
Chief Investment Officer
Senior Loan Officer
Compliance Officer
Data Protection Officer
Chief Financial Officer
Portfolio Analyst
Workout Manager
Debt Collection Manager
Banking Lawyer
Finance Director
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