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1. Parties: Identifies and defines the seller (original creditor) and purchaser of the debt
2. Background: Explains the context of the debt, its origin, and the parties' intention to transfer it
3. Definitions: Defines key terms used throughout the agreement including Debt, Purchase Price, Completion Date, etc.
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 method, and timing of payment
6. Completion: Details the completion process, timing, and deliverables
7. Seller's Representations and Warranties: Warranties regarding the debt, seller's authority, and accuracy of information
8. Purchaser's Representations and Warranties: Warranties regarding purchaser's authority and ability to complete the transaction
9. Pre-Completion Obligations: Obligations of both parties before completion, including maintenance of the debt
10. Post-Completion Obligations: Ongoing obligations after completion, including document handover and notifications
11. Confidentiality: Provisions regarding confidential information and its protection
12. Notices: Process for giving formal notices under the agreement
13. Governing Law and Jurisdiction: Specifies Nigerian law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including assignment, amendments, severability
1. Data Protection: Required when personal data is involved in the debt purchase, particularly for consumer debts
2. Regulatory Compliance: Additional section when the debt purchase requires specific regulatory approvals or notifications
3. Security Arrangements: Required when the debt is secured by collateral or guarantees
4. Tax Provisions: Detailed tax provisions when the transaction has significant tax implications
5. Third Party Rights: Required when there are guarantors or other third parties with rights related to the debt
6. Step-In Rights: Optional provisions for the purchaser to step into existing arrangements related to the debt
7. Indemnification: Detailed indemnity provisions for high-value or complex debt purchases
1. Schedule 1 - The Debt: Detailed description of the debt being purchased, including amount, interest, and payment history
2. Schedule 2 - Completion Requirements: List of documents and actions required for completion
3. Schedule 3 - Form of Transfer Notice: Template for notifying relevant parties of the debt transfer
4. Schedule 4 - Seller's Disclosures: Specific disclosures against the warranties given by the seller
5. Appendix A - Related Security Documents: Copies or details of any security documents related to the debt
6. Appendix B - Relevant Correspondence: Key correspondence relating to the debt that needs to be transferred
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