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1. Parties: Identifies and defines the parties to the agreement - typically the Vendor (current mortgagee), Purchaser, and details of the Mortgagor
2. Background: Outlines the context of the mortgage sale, including details of the existing mortgage and the intention to sell/assign
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Sale and Purchase: Details the core transaction terms including purchase price, payment terms, and completion requirements
5. Assignment of Mortgage: Specifies the terms and conditions of the mortgage assignment from vendor to purchaser
6. Settlement and Completion: Outlines the settlement process, including timing, documentation requirements, and completion steps
7. Vendor's Warranties: Lists the vendor's representations and warranties regarding the mortgage and underlying property
8. Purchaser's Warranties: Contains purchaser's representations and warranties, including capacity to complete the purchase
9. Pre-Settlement Obligations: Details obligations of both parties prior to settlement, including document preparation and due diligence
10. Post-Settlement Obligations: Specifies requirements after settlement, including registration of transfer and notifications
11. Default and Remedies: Addresses potential defaults and available remedies for both parties
12. General Provisions: Contains standard clauses covering notices, amendments, governing law, etc.
13. Execution: Formal signing section with execution blocks for all parties
1. Conditions Precedent: Used when the sale is subject to specific conditions that must be met before completion
2. Mortgagor Consent: Required when the original mortgagor's consent is needed for the transfer
3. Security Documents: Included when additional security arrangements need to be transferred or created
4. Tax Provisions: Required when specific tax implications need to be addressed, particularly for cross-border transactions
5. Regulatory Compliance: Added when specific regulatory requirements need detailed attention, such as overseas investment approval
6. Third Party Consents: Included when consents from other parties (e.g., guarantors, other security holders) are required
7. Broker Provisions: Used when a broker is involved in the transaction and their rights/obligations need to be documented
1. Schedule 1: Mortgage Details: Comprehensive details of the mortgage being sold, including registration number, security properties, and current balance
2. Schedule 2: Property Details: Details of the underlying property/properties including title references and encumbrances
3. Schedule 3: Payment Schedule: Detailed breakdown of the purchase price, including any adjustments and payment terms
4. Schedule 4: Required Documentation: List of all documents required for settlement and post-settlement
5. Schedule 5: Existing Securities: Details of any related security documents being transferred
6. Appendix A: Form of Transfer: Standard form for the transfer of mortgage document
7. Appendix B: Settlement Statement: Pro forma settlement statement showing calculations and adjustments
8. Appendix C: Notices: Forms of notices required to be given to the mortgagor and other relevant parties
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