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Debt Assumption Agreement
"I need a Dutch law Debt Assumption Agreement where my subsidiary company takes over a €5 million corporate loan from our parent company, with the transfer to be effective from March 1, 2025, and the original debtor to be fully released from all obligations."
1. Parties: Identification of the original debtor, the assuming party (new debtor), and the creditor
2. Background: Context of the original debt and the reasons for the assumption
3. Definitions: Definitions of key terms used throughout the agreement
4. Details of the Original Debt: Comprehensive description of the debt being assumed, including amount, interest rates, and payment terms
5. Assumption of Debt: Core provisions regarding the transfer of debt obligations from original debtor to assuming party
6. Creditor's Consent: Express consent of the creditor to the debt assumption, as required by Dutch law
7. Representations and Warranties: Statements of fact and assurances from all parties regarding their capacity and authority
8. Effective Date and Conditions Precedent: When the assumption takes effect and any conditions that must be met
9. Payment Terms: Specifics of how and when payments will be made by the assuming party
10. Governing Law and Jurisdiction: Confirmation of Dutch law as governing law and jurisdiction for disputes
11. Notices: How formal communications between parties should be made
12. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Security Arrangements: Required when the assumed debt is secured by collateral or guarantees
2. Original Debtor Release: Used when the original debtor is to be fully released from all obligations
3. Partial Assumption Provisions: Needed when only part of the debt is being assumed
4. Tax Provisions: Required when there are specific tax implications that need to be addressed
5. Currency Conversion: Necessary when the assumed debt involves multiple currencies
6. Step-In Rights: Used when the creditor needs rights to require direct performance from the original debtor in specific circumstances
7. Third Party Consents: Required when other parties' consents are needed beyond the main parties
1. Schedule 1 - Original Debt Documentation: Copies or details of the original debt agreements and related documents
2. Schedule 2 - Payment Schedule: Detailed schedule of payment dates, amounts, and any variable elements
3. Schedule 3 - Security Details: Details of any security arrangements or collateral associated with the debt
4. Schedule 4 - Conditions Precedent: List of all conditions that must be satisfied before the assumption becomes effective
5. Appendix A - Form of Notice: Template for formal notices required under the agreement
6. Appendix B - Calculation Methods: Details of any specific calculation methods for interest, penalties, or other variable amounts
Authors
Banking and Financial Services
Corporate Finance
Real Estate
Construction
Manufacturing
Private Equity
Insurance
Infrastructure
Energy
Telecommunications
Healthcare
Retail
Transportation and Logistics
Legal
Finance
Treasury
Risk Management
Corporate Finance
Credit Management
Debt Management
Transaction Advisory
Company Secretariat
Business Development
Compliance
Chief Financial Officer
Finance Director
Treasury Manager
Corporate Lawyer
Legal Counsel
Financial Controller
Risk Manager
Credit Manager
Debt Management Officer
Corporate Finance Manager
Restructuring Officer
Transaction Manager
Company Secretary
General Counsel
Financial Analyst
Account Manager
Business Development Manager
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