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Account Receivable Purchase Agreement
"I need an Account Receivable Purchase Agreement for a manufacturing company selling its receivables to a bank, with a facility limit of PHP 50 million and monthly purchases, including specific provisions for export receivables and foreign currency collections."
1. Parties: Identifies the seller and purchaser of the receivables, including their complete legal names, registration details, and addresses
2. Background: Explains the context of the agreement, including the seller's business, nature of receivables, and purpose of the purchase arrangement
3. Definitions: Defines key terms used throughout the agreement, including 'Receivables', 'Purchase Price', 'Cut-off Date', etc.
4. Purchase and Sale: Details the core transaction structure, including the assignment of receivables and the true sale nature of the transaction
5. Purchase Price and Payment Terms: Specifies the calculation of purchase price, payment mechanics, and any adjustments or deductions
6. Eligibility Criteria: Sets out the criteria that receivables must meet to be eligible for purchase under the agreement
7. Representations and Warranties: Contains seller's representations regarding their authority, receivables quality, and compliance with laws
8. Covenants: Outlines ongoing obligations of the seller, including information provision and maintaining business practices
9. Servicing Arrangements: Details the collection and administration of receivables post-purchase
10. Events of Default: Lists circumstances constituting default and their consequences
11. Termination: Specifies how and when the agreement can be terminated and the consequences of termination
12. Governing Law and Jurisdiction: Establishes Philippine law as governing law and specifies jurisdiction for disputes
13. Miscellaneous: Contains standard boilerplate provisions including notices, amendments, and severability
1. Security Arrangements: Include when additional security or collateral is required for the transaction
2. Credit Enhancement: Include when there are guarantees, overcollateralization, or other credit enhancement features
3. Electronic Records and Signatures: Include when the parties will use electronic documentation or digital signatures
4. Data Protection: Include when personal data processing is involved in the receivables
5. Anti-Money Laundering Compliance: Include for high-value transactions or when required by regulatory requirements
6. Trust Arrangements: Include when collections are to be held in trust before transfer
7. Currency and Exchange Rate Provisions: Include when the receivables or payments involve foreign currency
1. Schedule 1 - Initial Receivables Portfolio: Detailed list of receivables being purchased at closing, including relevant details such as face value, maturity, and obligor information
2. Schedule 2 - Eligibility Criteria Details: Comprehensive list of criteria for receivables eligibility, including specific thresholds and requirements
3. Schedule 3 - Form of Purchase Notice: Template for notices relating to subsequent purchases of receivables
4. Schedule 4 - Operational Procedures: Detailed procedures for day-to-day operations, including submissions, reporting, and collections
5. Schedule 5 - Purchase Price Calculation: Detailed methodology for calculating purchase price, including any applicable discounts or adjustments
6. Schedule 6 - Form of Servicing Report: Template for periodic servicing reports on collections and portfolio performance
7. Appendix A - Required Documents: List of documents required for each receivable purchase
8. Appendix B - Contact Details: Contact information for key personnel and authorized signatories of both parties
Authors
Banking and Financial Services
Manufacturing
Retail and Consumer Goods
Healthcare
Construction
Technology and Communications
Energy and Utilities
Transportation and Logistics
Professional Services
Agriculture and Food Processing
Legal
Finance
Treasury
Credit and Collections
Operations
Risk Management
Compliance
Business Development
Commercial
Accounts Receivable
Internal Audit
Chief Financial Officer
Finance Director
Treasury Manager
Credit Manager
Accounts Receivable Manager
Legal Counsel
Compliance Officer
Risk Manager
Operations Manager
Collections Manager
Financial Controller
Business Development Manager
Commercial Director
Contract Administrator
Credit Analyst
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