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Promissory Note Sale Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Promissory Note Sale Agreement

"I need a basic Promissory Note Sale Agreement for selling a single corporate promissory note worth HKD 2 million to an institutional investor, with closing scheduled for March 2025 and standard representations and warranties under Hong Kong law."

Document background
The Promissory Note Sale Agreement is a specialized financial document used when transferring ownership of promissory notes in Hong Kong's financial market. It becomes necessary when a holder of a promissory note wishes to sell or transfer their rights to another party, often as part of debt trading, portfolio management, or restructuring activities. The agreement must comply with Hong Kong's Bills of Exchange Ordinance and related financial regulations, making it particularly important to include specific provisions about the note's authenticity, transfer methodology, and any associated security interests. This document is commonly used by financial institutions, investment firms, and businesses engaged in debt trading, and typically includes detailed information about the underlying note, purchase price calculations, representations about the note's validity, and the mechanics for transferring title.
Suggested Sections

1. Parties: Identifies the seller and purchaser of the promissory note, including their full legal names and addresses

2. Background: Explains the context of the sale, including brief details about the promissory note and the parties' intention to enter into a sale transaction

3. Definitions: Defines key terms used throughout the agreement, including 'Promissory Note', 'Purchase Price', 'Closing Date', etc.

4. Sale and Purchase: Core section detailing the sale of the promissory note, including the purchase price and basic terms of transfer

5. Payment Terms: Specifies the amount, timing, and method of payment for the promissory note

6. Closing: Details the mechanics and timing of the closing, including delivery of the note and payment

7. Representations and Warranties: Seller's representations regarding ownership, validity, and status of the promissory note

8. Covenants: Ongoing obligations of the parties, including any requirements for cooperation in enforcement

9. Indemnification: Provisions for indemnification in case of breach of representations or warranties

10. Miscellaneous: Standard boilerplate provisions including notices, amendments, governing law, etc.

Optional Sections

1. Security Arrangements: Include when the promissory note is secured by collateral or guarantees

2. Multiple Notes: Include when the sale involves multiple promissory notes with specific provisions for each

3. Conditions Precedent: Include when there are specific conditions that must be met before closing

4. Servicing Arrangements: Include when the seller will continue to service or collect the note on behalf of the purchaser

5. Registration and Filing: Include when the transfer requires specific registration or filing requirements

6. Tax Matters: Include when there are specific tax implications that need to be addressed

7. Further Assurance: Include when specific post-closing actions may be needed to perfect the transfer

Suggested Schedules

1. Schedule 1 - Promissory Note Details: Copy or details of the promissory note(s) being sold, including principal amount, interest rate, maturity date, and payment schedule

2. Schedule 2 - Purchase Price Calculation: Detailed breakdown of the purchase price, including any adjustments or discounts

3. Schedule 3 - Form of Transfer Instrument: Form of endorsement or transfer document to be executed at closing

4. Schedule 4 - Closing Checklist: List of all documents and actions required for closing

5. Appendix A - Related Security Documents: Copies or details of any security documents or guarantees associated with the note

6. Appendix B - Payment Instructions: Detailed payment instructions and bank account details for the transaction

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 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

Financial Services

Banking

Investment Management

Private Equity

Asset Management

Commercial Lending

Debt Trading

Corporate Finance

Real Estate Finance

Trade Finance

Relevant Teams

Legal

Finance

Treasury

Compliance

Risk Management

Investment

Portfolio Management

Corporate Finance

Credit Administration

Operations

Relevant Roles

Chief Financial Officer

Treasury Manager

Investment Manager

Financial Controller

Legal Counsel

Compliance Officer

Portfolio Manager

Credit Manager

Transaction Manager

Risk Manager

Finance Director

Investment Analyst

Corporate Finance Manager

Debt Trading Manager

Legal Director

Industries






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