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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."
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.
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
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
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