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Debt Purchase Agreement Template for Netherlands

A comprehensive legal agreement governed by Dutch law that facilitates the transfer of debt portfolios from one party (the seller) to another (the purchaser). The document encompasses detailed provisions for the assignment of debt rights, compliance with Dutch financial regulations, data protection requirements under GDPR/AVG, and specific consumer protection measures where applicable. It includes crucial elements such as purchase price mechanisms, representations and warranties, transfer procedures compliant with the Dutch Civil Code, and necessary regulatory approvals.

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What is a Debt Purchase Agreement?

The Debt Purchase Agreement is a crucial document used in the Netherlands for transferring debt portfolios between financial institutions, investment firms, or debt collection agencies. It is specifically designed to comply with Dutch legal requirements, including the Dutch Civil Code (Burgerlijk Wetboek), Financial Supervision Act, and data protection regulations. This agreement is essential when companies want to sell or acquire debt portfolios, whether performing or non-performing, and needs to address various aspects including debt transfer mechanics, regulatory compliance, debtor notification requirements, and data protection obligations. The document is particularly important in scenarios involving portfolio management, debt restructuring, or strategic debt acquisition, and must carefully consider Dutch consumer protection laws when consumer debt is involved.

What sections should be included in a Debt Purchase Agreement?

1. Parties: Identification of the Seller and Purchaser, including full legal names, registration details, and addresses

2. Background: Context of the transaction, including brief description of the debt portfolio and parties' intentions

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core terms of the transaction, including the agreement to sell and purchase the debt

5. Purchase Price: Details of the purchase price, calculation method, and payment terms

6. Completion: Conditions precedent, completion mechanics, and timing of the transfer

7. Representations and Warranties: Seller's and Purchaser's representations regarding their capacity and the debt portfolio

8. Transfer and Assignment: Legal mechanisms for transferring the debt, including notice requirements under Dutch law

9. Seller's Undertakings: Ongoing obligations of the Seller, including document delivery and cooperation

10. Data Protection: Compliance with GDPR/AVG requirements for handling debtor personal data

11. Confidentiality: Protection of confidential information exchanged during the transaction

12. Notices: Communication procedures between parties

13. Governing Law and Jurisdiction: Confirmation of Dutch law application and jurisdiction for disputes

What sections are optional to include in a Debt Purchase Agreement?

1. Consumer Protection Provisions: Required when the debt portfolio includes consumer debts, addressing specific consumer protection requirements

2. Regulatory Compliance: Needed when the transaction falls under specific financial supervision requirements

3. Servicing Arrangements: Include when the Seller will continue to service the debt post-sale

4. Anti-Money Laundering: Required for large transactions or when dealing with regulated entities

5. Post-Completion Adjustments: Include when the purchase price may be adjusted based on post-completion reconciliation

6. Third Party Rights: Include when third parties may have rights affected by the transfer

7. Tax Provisions: Detailed tax arrangements when specific tax implications need to be addressed

What schedules should be included in a Debt Purchase Agreement?

1. Schedule 1 - Debt Portfolio: Detailed list of debts being purchased, including account details, outstanding amounts, and status

2. Schedule 2 - Form of Transfer Documents: Template documentation required for legal transfer under Dutch law

3. Schedule 3 - Completion Requirements: Checklist of documents and actions required for completion

4. Schedule 4 - Seller's Warranties: Detailed warranties regarding the debt portfolio and underlying documentation

5. Schedule 5 - Data Protection Requirements: Specific procedures and requirements for handling personal data

6. Schedule 6 - Excluded Debts: List of any debts specifically excluded from the purchase

7. Appendix A - Due Diligence Findings: Summary of key due diligence findings and any identified issues

8. Appendix B - Pricing Methodology: Detailed explanation of how the purchase price was calculated

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Netherlands

Publisher

Genie AI

Document Type

Purchase Agreement

Cost

Free to use

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