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1. Parties: Identification of the Seller and Purchaser, including their complete legal names, registration numbers, and addresses
2. Background: Context of the transaction, including brief description of the original loan(s) and the parties' intention to transfer
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including the commitment to sell and purchase the loan(s), and the scope of rights being transferred
5. Purchase Price and Payment: Details of the purchase consideration and payment mechanics
6. Conditions Precedent: Pre-completion requirements and conditions that must be satisfied before the transfer becomes effective
7. Completion: Process and mechanics for closing the transaction, including timing and delivery requirements
8. Representations and Warranties: Statements of fact and assurances from both parties, particularly regarding the loan assets being sold
9. Seller's Undertakings: Ongoing obligations of the Seller, including cooperation in the transfer process
10. Transfer and Notice: Mechanics for effecting the transfer and requirements for notifying relevant parties
11. Indemnities: Protection mechanisms and allocation of liabilities between parties
12. Confidentiality: Obligations regarding the confidential treatment of transaction information
13. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes
14. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Security Assignment: Required when the loan(s) being sold are secured and the security interests need to be transferred
2. Currency Provisions: Needed for cross-border transactions or loans denominated in foreign currency
3. Tax Provisions: Detailed tax arrangements required for complex transactions or cross-border sales
4. Regulatory Compliance: Specific section needed when the transaction requires particular regulatory approvals or compliance measures
5. Sub-Participation: Alternative structure where legal title remains with seller but economic interest is transferred
6. Data Protection: Required when personal data is involved, particularly for consumer loans
7. Further Assurance: Additional cooperation obligations needed for complex transfers or multiple jurisdictions
1. Schedule 1 - Loan Details: Detailed information about the loan(s) being sold, including principal amounts, interest rates, and payment terms
2. Schedule 2 - Conditions Precedent Documents: List of all documents required to be delivered before completion
3. Schedule 3 - Form of Transfer Certificate: Standard form for documenting the transfer of the loan
4. Schedule 4 - Form of Notice to Borrower: Template for notifying borrowers about the transfer of their loan
5. Schedule 5 - Seller's Power of Attorney: Form of power of attorney for Seller to execute necessary transfer documents
6. Schedule 6 - Completion Checklist: List of actions and deliverables required at completion
7. Schedule 7 - Existing Security Details: Details of any security interests associated with the loans
8. Appendix A - Relevant Loan Documentation: Copies or list of all relevant underlying loan documents
9. Appendix B - Required Regulatory Filings: Forms and documents required for regulatory compliance
Banking
Financial Services
Investment Management
Asset Management
Debt Collection
Corporate Finance
Private Equity
Distressed Asset Management
Real Estate Finance
Commercial Lending
Investment Banking
Legal
Finance
Compliance
Risk Management
Treasury
Corporate Finance
Credit Administration
Portfolio Management
Debt Recovery
Banking Operations
Investment Management
Transaction Management
Chief Financial Officer
Head of Legal
Legal Counsel
Finance Director
Portfolio Manager
Credit Risk Manager
Compliance Officer
Investment Manager
Transaction Manager
Asset Manager
Corporate Finance Manager
Treasury Manager
Debt Recovery Manager
Banking Operations Manager
Senior Legal Counsel
Financial Controller
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