The Debt Purchase Agreement is a crucial document used in Hong Kong's financial markets for transferring debt portfolios between financial institutions, investment firms, and other eligible entities. It is particularly relevant when banks, financial institutions, or other creditors wish to dispose of their loan portfolios, non-performing loans, or other debt instruments. The agreement must comply with Hong Kong's regulatory framework, including the Money Lenders Ordinance, Personal Data (Privacy) Ordinance, and relevant banking regulations. This document typically includes detailed schedules of the debt being transferred, warranties about the debt's status and enforceability, mechanisms for transfer, and provisions for post-completion matters. It's essential for portfolio management, risk mitigation, and capital efficiency in Hong Kong's financial sector.
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1. Parties: Identifies and defines the Seller (current debt owner) and Purchaser
2. Background: Sets out the context of the transaction, including the existence of the debt and the Seller's right to sell it
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Sale and Purchase: Core terms of the transaction including the agreement to sell and purchase the debt
5. Purchase Price and Payment: Specifies the purchase price, payment terms, and any adjustments
6. Completion: Details the completion process, timing, and deliverables
7. Representations and Warranties: Key statements about the debt, the Seller's right to sell, and other material facts
8. Seller's Undertakings: Ongoing obligations of the Seller, including assistance with transition
9. Purchaser's Undertakings: Obligations of the Purchaser, including compliance with regulations
10. Data Protection: Provisions regarding handling of personal data in compliance with privacy laws
11. Confidentiality: Obligations regarding confidential information
12. Notices: Process for formal communications between parties
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.
1. Security Transfer: Required when the debt is secured and security interests need to be transferred
2. Put-Back Rights: Optional provisions allowing the Purchaser to sell back debt in certain circumstances
3. Interim Servicing: Required when the Seller will continue servicing the debt for a transition period
4. True Sale Provisions: Enhanced provisions to establish the transaction as a true sale rather than security
5. Consumer Protection: Additional provisions required when dealing with consumer debt
6. Foreign Currency Provisions: Required when the debt is denominated in a currency different from the purchase price
7. Sub-Participation: Alternative structure where legal title remains with Seller but economic interest transfers
8. Further Assurance: Detailed provisions for post-completion assistance and documentation
1. Schedule 1 - Debt Portfolio: Detailed list and characteristics of the debts being purchased
2. Schedule 2 - Completion Requirements: Checklist of documents and actions required for completion
3. Schedule 3 - Form of Transfer Notices: Template notices to debtors and other relevant parties
4. Schedule 4 - Warranties: Detailed warranties about the debt portfolio and related matters
5. Schedule 5 - Power of Attorney: Form of power of attorney for post-completion actions
6. Schedule 6 - Data Fields: Specification of data to be transferred with the debt
7. Appendix A - Excluded Debts: List of any debts specifically excluded from the purchase
8. Appendix B - Required Consents: List of third-party consents required for the transfer
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