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Master Receivables Purchase Agreement
"I need a Master Receivables Purchase Agreement governed by Irish law for a manufacturing company selling trade receivables to a bank, with servicing to be retained by the seller and including provisions for credit insurance coverage of the receivables."
1. Parties: Identifies the seller(s) and purchaser(s) of the receivables
2. Background: Sets out the context and commercial purpose of the agreement
3. Definitions and Interpretation: Defines key terms and interpretation principles used throughout the agreement
4. Sale and Purchase: Core provisions governing the sale and purchase of receivables, including transfer mechanics
5. Eligibility Criteria: Specifies the criteria that receivables must meet to be eligible for purchase
6. Purchase Price and Payment: Details the purchase price calculation methodology and payment mechanisms
7. Conditions Precedent: Lists conditions that must be satisfied before purchases can commence
8. Representations and Warranties: Sets out representations and warranties given by both parties, particularly regarding the receivables
9. Covenants: Ongoing obligations of the parties throughout the life of the agreement
10. Servicing: Provisions regarding the servicing and collection of the receivables
11. Events of Default: Defines circumstances constituting default and consequences
12. Indemnities: Specifies indemnification obligations of the parties
13. Confidentiality: Provisions governing confidential information
14. Data Protection: Addresses GDPR and data protection requirements
15. Notices: Specifies how formal notices must be given between parties
16. Governing Law and Jurisdiction: Specifies Irish law as governing law and jurisdiction for disputes
1. Security Arrangements: Required if any security is being provided for the seller's obligations
2. Credit Enhancement: Include if there are any credit enhancement mechanisms such as reserves or overcollateralization
3. Performance Triggers: Include if the agreement includes performance-based triggers affecting the purchase program
4. Customer Notification Requirements: Required if immediate notification to underlying debtors is part of the structure
5. True Sale Provisions: Enhanced provisions where bankruptcy remoteness is critical
6. Currency Conversion: Required for cross-border transactions involving multiple currencies
7. Tax Gross-Up: Include where tax implications need specific addressing
8. Intermediate Transfer Provisions: Required in structures involving intermediate transfers or sub-participation
1. Form of Transfer Notice: Template notice for offering receivables for purchase
2. Form of Assignment: Standard form for documenting each assignment of receivables
3. Eligibility Criteria Details: Detailed specifications of eligibility requirements
4. Purchase Price Calculations: Detailed methodology for calculating purchase price
5. Servicing Requirements: Detailed servicing procedures and requirements
6. Form of Servicer Report: Template for periodic servicer reporting
7. Conditions Precedent Documents: List of required conditions precedent documents
8. Notice Details: Contact details and addresses for notices
9. Form of Debtor Notification: Template notice to be sent to debtors when required
10. Data Protection Requirements: Detailed data protection and GDPR compliance procedures
Authors
Account Bank
Additional Conditions Precedent
Adjusted Purchase Price
Advance Rate
Adverse Effect
Affiliate
Applicable Law
Assignment
Available Funds
Back-up Servicer
Business Day
Calculation Date
Charged Property
Collection Account
Collection Period
Collections
Completion Date
Concentration Limits
Contract
Credit and Collection Policy
Cut-off Date
Data Protection Laws
Debtor
Defaulted Receivable
Delinquent Receivable
Dilution
Discount Rate
Eligible Debtor
Eligible Receivable
Encumbrance
Event of Default
Face Amount
Final Maturity Date
Financial Indebtedness
GDPR
Governmental Authority
Indemnified Party
Insolvency Event
Legal Assignment
Loss Horizon
Material Adverse Change
Maximum Aggregate Purchase Price
Notice of Assignment
Offer
Offer Date
Outstanding Amount
Payment Date
Permitted Encumbrance
Portfolio
Purchase Date
Purchase Price
Purchased Receivable
Purchaser
Receivable
Receivables List
Related Rights
Relevant Date
Reporting Date
Required Information
Reserve Account
Sanctions
Security Interest
Seller
Seller Credit and Collection Procedures
Servicer
Servicer Default
Servicer Report
Servicing Fee
Settlement Date
Subsidiary
Tax
Transaction Documents
Transfer Notice
True Sale
Trust Property
Underlying Contract
VAT
Assignment
Conditions Precedent
True Sale
Purchase Price
Payment Terms
Eligibility Criteria
Representations and Warranties
Covenants
Servicing
Collections
Security
Credit Enhancement
Events of Default
Remedies
Indemnification
Data Protection
Confidentiality
Anti-Money Laundering
Sanctions Compliance
Notice Requirements
Set-off
Tax
Force Majeure
Termination
Amendment
Assignment and Transfer
Governing Law
Jurisdiction
Dispute Resolution
Further Assurance
Severability
Entire Agreement
Third Party Rights
Counterparts
Waiver
Costs and Expenses
Financial Services
Banking
Manufacturing
Retail
Healthcare
Technology
Telecommunications
Energy
Construction
Automotive
Consumer Goods
Professional Services
Legal
Finance
Treasury
Credit Management
Accounts Receivable
Risk Management
Compliance
Operations
Commercial
Working Capital
Chief Financial Officer
Treasury Manager
Finance Director
Legal Counsel
Commercial Director
Credit Manager
Accounts Receivable Manager
Risk Manager
Compliance Officer
Operations Director
Financial Controller
General Counsel
Head of Working Capital
Structured Finance Manager
Transaction Manager
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