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Note Transfer Agreement
"I need a Note Transfer Agreement under German law for transferring €5 million of corporate notes from ABC GmbH to XYZ Investment AG, with closing scheduled for March 15, 2025; the notes are unsecured and no regulatory approvals are required."
1. Parties: Identification of the Transferor and Transferee, including full legal names and addresses
2. Background: Description of the original notes, their issuance, current ownership, and the parties' intention to transfer
3. Definitions: Definitions of key terms used throughout the agreement, including 'Notes', 'Transfer Date', 'Purchase Price'
4. Transfer and Assignment: Core provision documenting the transfer of the notes from Transferor to Transferee, including the legal basis under German law
5. Purchase Price and Payment: Details of the consideration for the transfer, payment mechanics, and timing
6. Closing: Conditions precedent, closing mechanics, and timing for the transfer to become effective
7. Representations and Warranties: Transferor's representations about ownership, authority, and status of the notes; Transferee's representations about authority and capacity
8. Covenants: Ongoing obligations of the parties, including cooperation in recording the transfer
9. Notices: Process and contact details for formal communications between the parties
10. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
1. Tax Provisions: Include when there are specific tax implications or allocations that need to be addressed
2. Security Interest Provisions: Include when the notes are secured and security interests need to be transferred
3. Regulatory Compliance: Include when the transfer requires specific regulatory approvals or notifications
4. Registration Rights: Include when the notes are registered securities with associated registration rights
5. Indemnification: Include when specific indemnification obligations are required beyond standard representations and warranties
6. Confidentiality: Include when transfer details need to be kept confidential
7. Further Assurances: Include when additional documentation or actions may be needed post-closing
1. Schedule 1 - Note Details: Detailed description of the notes being transferred, including issuance date, principal amount, interest rate, and maturity
2. Schedule 2 - Form of Transfer Notice: Template for the formal notice of transfer to be provided to the note issuer or registrar
3. Schedule 3 - Closing Checklist: List of documents and actions required for closing
4. Appendix A - Original Note Certificate: Copy of the original note certificate(s) being transferred
5. Appendix B - Corporate Authorizations: Copies of relevant corporate approvals for the transfer
6. Appendix C - Payment Instructions: Detailed banking and payment information for the purchase price
Authors
Banking
Financial Services
Investment Management
Private Equity
Asset Management
Corporate Finance
Insurance
Real Estate Finance
Infrastructure Finance
Debt Capital Markets
Legal
Finance
Treasury
Investment Management
Portfolio Management
Compliance
Corporate Finance
Risk Management
Operations
Deal Advisory
Capital Markets
Legal Counsel
Finance Director
Investment Manager
Portfolio Manager
Treasury Manager
Compliance Officer
Corporate Finance Manager
Debt Capital Markets Manager
Transaction Manager
Financial Controller
Risk Manager
Investment Analyst
Securities Operations Manager
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