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Master Receivables Purchase Agreement
"Need a Master Receivables Purchase Agreement under Hong Kong law for our trading company that handles USD, EUR, and HKD receivables, with a maximum facility limit of HKD 500 million and the ability to add multiple group seller entities over time."
1. Parties: Identification of the seller(s) and purchaser(s)
2. Background: Context of the agreement and commercial purpose
3. Definitions and Interpretation: Key defined terms and interpretation rules
4. Sale and Purchase Structure: Framework for receivables purchases, including offer and acceptance mechanism
5. Eligibility Criteria: Criteria that receivables must meet to be eligible for purchase
6. Purchase Price and Payment: Calculation of purchase price and payment mechanics
7. Transfer Mechanics: Process for legally transferring receivables, including perfection requirements
8. Representations and Warranties: Standard and transaction-specific representations and warranties
9. Servicing Provisions: Obligations regarding collection and administration of purchased receivables
10. Undertakings: Ongoing obligations of the parties
11. Events of Default: Circumstances constituting default and consequences
12. Termination: Termination events and process
13. Confidentiality: Confidentiality obligations and permitted disclosures
14. Notices: Process for giving notices under the agreement
15. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, etc.
1. Security Arrangements: Required if any security is being provided for the seller's obligations
2. Credit Enhancement: Include if there are guarantees, letters of credit, or other credit support
3. True Sale Provisions: Enhanced provisions required if true sale characterization is critical
4. Data Protection: Detailed section required if significant personal data is involved in the receivables
5. Multiple Sellers: Additional provisions required for multiple seller arrangements
6. Currency Provisions: Required if receivables are in multiple currencies
7. Tax Gross-up: Include if tax gross-up provisions are commercially agreed
8. Back-up Servicing: Include if a back-up servicer arrangement is required
1. Form of Transfer Notice: Standard form for offering receivables for purchase
2. Form of Transfer Acceptance: Standard form for accepting offered receivables
3. Eligibility Criteria Details: Detailed specifications of eligibility requirements
4. Purchase Price Calculations: Detailed methodology for calculating purchase price
5. Servicer Reports: Templates for required servicer reporting
6. Notice Details: Contact details for notices
7. Form of Closing Certificate: Template for periodic certification of compliance
8. Data Protection Requirements: Detailed data handling and protection requirements
9. Form of Assignment: Template for legal assignment documentation
10. Initial Receivables Portfolio: Details of initial portfolio if applicable
Authors
Account Bank
Additional Conditions Precedent
Adjusted Purchase Price
Administration Fee
Adverse Effect
Aggregate Outstanding Amount
Applicable Law
Approved Currency
Assignment
Available Facility
Business Day
Calculation Date
Collection Account
Collection Period
Cut-off Date
Data Protection Laws
Debtor
Default Interest
Default Rate
Defaulted Receivable
Deferred Purchase Price
Dilution
Discount Rate
Disputed Receivable
Eligible Debtor
Eligible Receivable
Encumbrance
Event of Default
Facility
Facility Limit
Final Maturity Date
Financial Indebtedness
Funding Cost
HIBOR
Hong Kong
Indemnified Amount
Ineligible Receivable
Initial Purchase Price
Insolvency Event
Insurance Policy
Legal Reservation
Loss Horizon
Material Adverse Change
Maximum Concentration Limit
Net Face Value
Notice of Assignment
Offer
Offer Date
Outstanding Amount
Overdue Receivable
Payment Date
Portfolio
Purchase Date
Purchase Price
Purchased Receivable
Receivable
Receivables List
Related Rights
Relevant Documents
Repurchase Event
Repurchase Price
Sanctioned Person
Security Interest
Servicing Fee
Settlement Date
Specific Terms
Stop Purchase Event
Transaction Documents
Transfer Notice
True Sale
Trust Receipt
Underlying Contract
Utilization
Yield Reserve
Sale and Purchase
Eligibility Criteria
Purchase Price
Payment Terms
Transfer and Assignment
True Sale
Perfection Requirements
Representations and Warranties
Undertakings
Servicing
Collections
Security Interest
Information Covenants
Financial Covenants
Data Protection
Confidentiality
Events of Default
Termination Rights
Repurchase Obligations
Indemnification
Tax
Set-off
Currency
Assignment and Transfer
Amendments
Notices
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Severability
Entire Agreement
Counterparts
Third Party Rights
Banking and Financial Services
Manufacturing
Retail
Telecommunications
Utilities
Healthcare
Technology
Construction
Automotive
Consumer Goods
Professional Services
Energy
Legal
Finance
Treasury
Compliance
Risk Management
Operations
Credit
Accounts Receivable
Trade Finance
Portfolio Management
Chief Financial Officer
Treasury Manager
Finance Director
Legal Counsel
Compliance Officer
Credit Manager
Accounts Receivable Manager
Trade Finance Manager
Risk Manager
Operations Manager
Financial Controller
Structured Finance Manager
Transaction Manager
Portfolio Manager
Commercial Director
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