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1. Parties: Identification of the seller and purchaser of the loan(s)
2. Background: Context of the transaction and description of the loan(s) being purchased
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including purchase price and payment mechanics
5. Conditions Precedent: Conditions that must be satisfied before closing
6. Completion: Process and requirements for closing the transaction
7. Seller's Representations and Warranties: Warranties regarding the loan(s), seller's authority, and compliance with laws
8. Purchaser's Representations and Warranties: Warranties regarding purchaser's authority and ability to complete the transaction
9. Covenants: Ongoing obligations of both parties
10. Transfer Mechanics: Detailed process for transferring the loan(s) and related security
11. Indemnification: Indemnity provisions and liability allocation
12. Confidentiality: Provisions regarding confidential information and data privacy
13. Notices: Communication requirements and contact details
14. Governing Law and Jurisdiction: Choice of Philippine law and jurisdiction provisions
15. General Provisions: Standard boilerplate clauses including amendments, severability, etc.
1. Security Assignment: Required when the loan(s) being purchased are secured by collateral
2. Regulatory Compliance: Specific section needed when the transaction requires regulatory approvals
3. Tax Provisions: Detailed tax provisions when complex tax implications exist
4. Service Transition: Required when loan servicing responsibilities are being transferred
5. Multiple Closings: Needed when the purchase will occur in multiple tranches
6. Currency Provisions: Required for cross-border transactions or multiple currency loans
7. Third Party Consents: When specific third-party approvals are required for the transfer
1. Schedule of Loans: Detailed list of loans being purchased with key information
2. Purchase Price Calculation: Methodology and calculations for determining the purchase price
3. Form of Transfer Documents: Templates for assignment notices and transfer documentation
4. Required Consents: List of required third-party and regulatory consents
5. Excluded Assets: List of assets or rights explicitly excluded from the purchase
6. Due Diligence Findings: Summary of key due diligence findings and any identified issues
7. Completion Checklist: List of documents and actions required for closing
8. Service Transfer Plan: Details of how loan servicing will be transferred (if applicable)
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Risk Management
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regulatory Affairs
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