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1. Parties: Identifies the seller and purchaser of the loans, including their legal status and registered addresses
2. Background: Explains the context of the transaction, including the seller's ownership of the loans and the purchaser's intention to acquire them
3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out interpretation rules
4. Sale and Purchase: Details the agreement to sell and purchase the loans, including the effective date of transfer
5. Purchase Price: Specifies the purchase price, calculation method, and any adjustments
6. Completion: Sets out the completion mechanics, including timing, location, and actions required
7. Representations and Warranties: Contains representations and warranties from both parties, particularly regarding the loans' status
8. Transfer Mechanics: Details the process for transferring the loans, including documentation requirements
9. Seller's Undertakings: Outlines the seller's ongoing obligations regarding the loans
10. Confidentiality: Establishes confidentiality obligations regarding the transaction and loan information
11. Notices: Specifies how formal notices under the agreement should be given
12. Governing Law and Jurisdiction: Specifies Indian law as governing law and sets out jurisdiction for disputes
13. Boilerplate Provisions: Standard contractual provisions including severability, entire agreement, and amendments
1. Security Assignment: Required when the loans being purchased are secured and the security needs to be transferred
2. Regulatory Compliance: Needed when either party is regulated or the transaction requires specific regulatory approvals
3. True Sale Provisions: Important when the transaction needs to be structured as a true sale rather than a secured financing
4. Servicing Arrangements: Required when the seller will continue to service the loans post-purchase
5. Buy-Back Provisions: Optional section allowing for buy-back of loans under specified circumstances
6. Data Protection: Required when personal data is involved in the transfer
7. Tax Provisions: Detailed tax provisions when complex tax implications exist
8. Foreign Exchange Provisions: Required when the transaction involves cross-border elements
1. Schedule 1 - Loan Portfolio Details: Detailed list of loans being purchased, including key information about each loan
2. Schedule 2 - Form of Transfer Documents: Ƶ of documents required to effect the transfer
3. Schedule 3 - Seller's Power of Attorney: Form of power of attorney allowing purchaser to take actions in seller's name
4. Schedule 4 - Completion Requirements: Detailed list of documents and actions required for completion
5. Schedule 5 - Seller's Warranties: Detailed warranties regarding the loans and their status
6. Schedule 6 - Eligibility Criteria: Criteria that loans must meet to be included in the purchase
7. Appendix A - Definitions: Detailed definitions of terms used in the agreement
8. Appendix B - Calculation of Purchase Price: Detailed methodology for calculating the purchase price
Banking
Financial Services
Investment Management
Asset Management
Non-Banking Financial Companies (NBFCs)
Debt Collection
Private Equity
Insurance
Distressed Asset Management
Corporate Finance
Legal
Finance
Treasury
Risk Management
Compliance
Credit
Portfolio Management
Operations
Investment
Due Diligence
Corporate Development
Loan Administration
Documentation
Deal Advisory
Asset Management
Chief Financial Officer
Head of Treasury
Portfolio Manager
Legal Counsel
Compliance Officer
Risk Manager
Credit Manager
Investment Director
Debt Trading Manager
Transaction Manager
Due Diligence Officer
Corporate Finance Manager
Loan Operations Manager
Asset Manager
Chief Risk Officer
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