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Note Transfer Agreement Template for Germany

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Key Requirements PROMPT example:

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."

What is a Note Transfer Agreement?

The Note Transfer Agreement is a crucial document used in German financial markets for transferring debt instruments between parties. It is particularly relevant when existing notes or debt securities need to be transferred from one holder to another, whether in secondary market trading, portfolio restructuring, or as part of larger financial transactions. The agreement must comply with German legal requirements, particularly the provisions of the BGB regarding assignments (Abtretung) and the relevant securities trading laws (WpHG) if applicable. The document typically includes detailed information about the notes being transferred, purchase price, transfer mechanics, representations about ownership and authority, and closing conditions. It may also address regulatory requirements, especially when the transfer involves regulated financial institutions or requires regulatory approvals under German law.

What sections should be included in a Note Transfer Agreement?

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

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

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

What schedules should be included in a Note Transfer Agreement?

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

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

Relevant legal definitions






























Clauses


























Relevant Industries

Banking

Financial Services

Investment Management

Private Equity

Asset Management

Corporate Finance

Insurance

Real Estate Finance

Infrastructure Finance

Debt Capital Markets

Relevant Teams

Legal

Finance

Treasury

Investment Management

Portfolio Management

Compliance

Corporate Finance

Risk Management

Operations

Deal Advisory

Capital Markets

Relevant Roles

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

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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