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Liability Transfer Agreement
1. Parties: Identification of all parties involved: transferor, transferee, and any other relevant parties such as guarantors
2. Background: Context of the liability transfer, including description of the original liability and reasons for transfer
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Transfer of Liability: Core provision detailing the mechanism and scope of liability transfer, including effective date
5. Consideration: Details of any payment or other consideration for the transfer of liability
6. Conditions Precedent: Any conditions that must be satisfied before the transfer becomes effective
7. Representations and Warranties: Statements of fact and assurances from each party regarding their capacity and authority
8. Covenants: Ongoing obligations of the parties following the transfer
9. Release and Indemnification: Terms of release for the transferor and indemnification obligations of the transferee
10. Notice Requirements: Procedures for notifying relevant third parties of the transfer
11. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
12. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Regulatory Compliance: Required when the liability transfer involves regulated industries or requires regulatory approval
2. Third Party Consents: Include when the transfer requires approval from specific third parties
3. Security Arrangements: Include when additional security is provided for the transferred liability
4. Tax Provisions: Required when the transfer has significant tax implications that need to be addressed
5. Step-In Rights: Include when original creditors need rights to step in under certain circumstances
6. Insurance Requirements: Include when specific insurance coverage must be maintained post-transfer
7. Dispute Resolution: Alternative dispute resolution procedures if parties prefer arbitration or mediation
8. Data Protection: Required when the transfer involves processing of personal data under GDPR
1. Schedule 1 - Details of Transferred Liability: Detailed description and documentation of the liability being transferred
2. Schedule 2 - Calculation of Consideration: Detailed breakdown of any payment or consideration for the transfer
3. Schedule 3 - Required Consents: List of required third-party consents and their status
4. Schedule 4 - Form of Notice: Template notices to be sent to relevant third parties
5. Appendix A - Original Liability Documentation: Copies of original agreements or documents creating the liability
6. Appendix B - Corporate Authorizations: Copies of relevant corporate approvals and authorizations
7. Appendix C - Security Documentation: If applicable, documentation of any security arrangements
8. Appendix D - Regulatory Approvals: Copies of any required regulatory approvals or filings
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