Assignment Agreement Template - Sample Page 4
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21TERMS AND CONDITIONS
These are the terms and conditions applicable to the Assignment (the “Terms and
Conditions”), including the Schedule to the assignment (the “Assignment”) to which
they are annexed.
1
INTERPRETATION
1.1
Definitions
Words and expressions shall (unless otherwise expressly defined in these Terms
and Conditions or in the Standard Terms and Conditions for Par and Distressed
Trade Transactions (Bank Debt/Claims) of the Loan Market Association) have the
meaning given to them in the Assignment or in the Agreed Terms and:
“Assigned Assets”
means all of the rights and benefits of the Assignor under
or in respect of its Claim including, without limitation:
(a)
the rights and interests of the Assignor in and in
respect of the benefit of any guarantee or other assurance
against loss given by any Guarantor and any other
security and in respect of amounts owing to the Assignor
under or in respect of the Traded Portion;
(b)
the claim form (including supporting
documentation) dated [ ] and lodged with the Borrower
and/or the Special Administrators;
all of the Assignor’s rights to prove in the
(c)
Insolvency Proceedings of the Borrower; and
all of the Assignor’s rights in and to any
(d)
distributions of the Borrower’s assets by an Insolvency
Officer as part of the Insolvency Proceedings of the
Borrower;
“Assumed
means all of the Assignor’s obligations (excluding the
Obligations”
Retained Obligations) under or in respect of the Claim
corresponding to the Traded Portion;
“Claim”
means any claim(s) the Assignor may have against the
Borrower in respect of client money, client assets and/or
its unsecured claim against the Borrower;
“Claims Transfer
means the acknowledgement from the Special
Acknowledgement”
Administrators in the form set out in the annex to the
Transfer Notice;
“Effective Date”
means the effective date as specified in the Claims
Transfer Acknowledgement;
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EUW_ACTIVE:38277121 763238.0003
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