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The Debt Assignment And Assumption Agreement is a crucial instrument in Swiss financial transactions, used when one party wishes to transfer its rights as a creditor to another party while ensuring the debtor's obligations continue under the new arrangement. This document is commonly used in debt trading, corporate restructuring, portfolio sales, and financial institution reorganizations. It must comply with Swiss law requirements, particularly the Swiss Code of Obligations' provisions regarding assignment of claims and assumption of debt. The agreement typically includes detailed information about the original debt, the terms of transfer, purchase price, representations and warranties, and necessary consents. It's particularly important in scenarios involving loan portfolio sales, debt restructuring, or when companies wish to reorganize their debt obligations. The document ensures legal certainty for all parties and maintains the enforceability of the original debt obligations under Swiss law.

1. Parties: Identification of all parties: Original Creditor (Assignor), New Creditor (Assignee), and Debtor

2. Background: Description of the original debt relationship, reason for assignment, and context of the transaction

3. Definitions: Definitions of key terms used throughout the agreement, including 'Debt', 'Assignment Date', 'Original Credit Agreement', etc.

4. Assignment and Assumption: Core provisions detailing the assignment of debt from Assignor to Assignee and assumption of obligations

5. Purchase Price and Payment: Details of consideration paid for the assignment, payment terms, and payment mechanics

6. Effective Date and Conditions Precedent: Specification of when the assignment becomes effective and any conditions that must be met

7. Representations and Warranties: Statements by parties regarding their capacity, authority, and status of the debt

8. Debtor's Consent and Acknowledgment: Express consent of the debtor to the assignment and assumption (required under Swiss law)

9. Further Assurances: Obligations to execute additional documents and take necessary steps to perfect the assignment

10. Notices: Procedures and addresses for formal communications between parties

11. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes

12. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments