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The Tripartite Agreement For Third Party Payment is a sophisticated legal instrument used in Hong Kong when a third party assumes responsibility for making payments on behalf of an original debtor to a designated beneficiary. This arrangement is commonly used in complex commercial transactions, property developments, corporate restructuring, or when a parent company takes on payment obligations of its subsidiary. The agreement must comply with Hong Kong's legal framework, including the Contracts (Rights of Third Parties) Ordinance and relevant banking regulations. It typically includes detailed payment mechanisms, conditions precedent, representations and warranties from all parties, and specific provisions for default scenarios. The document is particularly important in situations where payment obligations need to be transferred or assumed by a different entity while maintaining legal clarity and protection for all parties involved.

1. Parties: Identifies and defines the three parties to the agreement: typically the Principal Debtor/Payor, the Beneficiary/Payee, and the Third Party Payor

2. Background: Explains the context of the agreement, including the original obligation between the Principal Debtor and Beneficiary, and the Third Party's role

3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out interpretation rules

4. Payment Obligations: Details the specific payment obligations, including amount, currency, and timing

5. Payment Mechanism: Specifies how payments will be made, including payment instructions and confirmation procedures

6. Conditions Precedent: Lists any conditions that must be satisfied before payment obligations become effective

7. Representations and Warranties: Sets out the representations and warranties made by each party

8. Covenants: Details ongoing obligations of each party throughout the agreement's duration

9. Default and Remedies: Specifies what constitutes default and the available remedies

10. Term and Termination: Sets out the duration of the agreement and circumstances for termination

11. Notices: Specifies how formal communications between parties should be made

12. Governing Law and Jurisdiction: Confirms Hong Kong law as governing law and jurisdiction for disputes

13. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability