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The Debt Purchase Agreement is a crucial document used in the Philippine financial market for transferring debt obligations between parties. It is particularly relevant in scenarios involving the sale of performing or non-performing loans, credit portfolios, or other debt instruments. The agreement must comply with Philippine regulations, including the Special Purpose Vehicle Act, the New Central Bank Act, and relevant financial regulations. It typically includes detailed provisions about the debt being purchased, purchase price calculations, representations about the debt's status, and mechanisms for transfer. This document is essential for financial institutions managing their loan portfolios, investors acquiring debt assets, and organizations involved in debt trading or restructuring in the Philippines. The agreement must address specific local requirements such as documentary stamp tax obligations, registration requirements, and regulatory approvals where applicable.

1. Parties: Identifies and provides full details of the Seller and Purchaser

2. Background: Context of the transaction, including brief description of the debt being sold and purpose of the agreement

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Sale and Purchase: Core transaction terms including identification of debt being sold and purchase mechanism

5. Purchase Price and Payment: Specifies purchase price, payment method, timing, and any adjustments

6. Conditions Precedent: Conditions that must be satisfied before completion of the purchase

7. Completion: Details of when and how the transfer will complete, including completion mechanics

8. Seller's Representations and Warranties: Seller's confirmations about the debt, their authority to sell, and other key aspects

9. Purchaser's Representations and Warranties: Purchaser's confirmations about their authority to purchase and compliance with laws

10. Covenants: Ongoing obligations of both parties before and after completion

11. Transfer and Assignment: Legal mechanism for transferring the debt and associated rights

12. Confidentiality: Obligations regarding confidential information and data protection

13. Notices: How formal communications between parties should be made

14. Governing Law and Jurisdiction: Specifies Philippine law as governing law and jurisdiction for disputes

15. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments