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1. Parties: Identification of the seller and purchaser of the promissory note
2. Background: Context of the transaction, including brief description of the promissory note being sold
3. Definitions: Key terms used throughout the agreement, including financial and technical terms
4. Purchase and Sale: Core transaction terms including purchase price and payment terms
5. Closing: Conditions precedent, closing mechanics, and delivery requirements
6. Representations and Warranties of Seller: Seller's assertions regarding ownership, authority, note validity, and absence of encumbrances
7. Representations and Warranties of Purchaser: Purchaser's assertions regarding authority, financial capacity, and sophisticated investor status if applicable
8. Transfer and Endorsement: Mechanics of transferring the note and required endorsements
9. Covenants: Ongoing obligations of the parties before and after closing
10. Indemnification: Provisions for compensating parties for losses arising from breaches or misrepresentations
11. Governing Law and Jurisdiction: Applicable law and courts for dispute resolution
12. General Provisions: Standard boilerplate provisions including notices, amendments, and severability
1. Regulatory Compliance: Required when the note transfer involves securities law compliance or other regulatory requirements
2. Originator Agreements: Used when the original note maker has ongoing rights or obligations that affect the purchase
3. Security Interests: Required when the note is secured by collateral or other security interests
4. Servicing Provisions: Needed when ongoing servicing of the note is required post-transfer
5. Multiple Notes: Required when the agreement covers a portfolio of multiple promissory notes
6. Tax Matters: Include when there are specific tax implications or allocations to address
7. Confidentiality: Added when transaction details or underlying note information is sensitive
1. Schedule A - Promissory Note Details: Copy or summary of the promissory note being sold, including principal amount, interest rate, and payment terms
2. Schedule B - Purchase Price Calculation: Detailed calculation of purchase price, including any adjustments or discounts
3. Schedule C - Closing Deliverables: List of all documents and items to be delivered at closing
4. Schedule D - Note Payment History: Record of payments made on the note prior to sale
5. Schedule E - Transfer Documents: Forms of endorsement, assignment, or other transfer documents
6. Appendix 1 - Due Diligence Materials: List of documents reviewed by purchaser in connection with the transaction
7. Appendix 2 - Security Documentation: If applicable, documents relating to any security interests or collateral
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