Receivables Sale Agreement Template for Nigeria

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Key Requirements PROMPT example:

Receivables Sale Agreement

"I need a Receivables Sale Agreement under Nigerian law for my manufacturing company to sell its trade receivables to ABC Bank Limited, with the seller continuing to service the receivables and including buy-back provisions for defaulted receivables."

Document background
The Receivables Sale Agreement is a critical document used in trade finance and asset monetization transactions in Nigeria. It enables companies to convert their accounts receivable into immediate cash flow by selling these assets to financial institutions or investors. This agreement type must comply with Nigerian legal requirements, particularly the Companies and Allied Matters Act 2020 and the Secured Transactions in Movable Assets Act 2017. The document typically includes detailed provisions on asset transfer, pricing mechanisms, representations and warranties, and ongoing obligations of both parties. It's particularly relevant in the current Nigerian business environment where access to traditional financing may be limited, offering businesses an alternative funding source while providing investors with access to trade-related assets.
Suggested Sections

1. Parties: Identification of the seller and buyer of the receivables

2. Background: Context of the transaction and brief description of the receivables being sold

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core provisions describing the sale and assignment of the receivables

5. Purchase Price: Terms of payment including calculation method, adjustments, and payment mechanics

6. Conditions Precedent: Conditions that must be satisfied before the agreement becomes effective

7. Completion: Mechanics and timing of the transfer of receivables

8. Representations and Warranties: Seller's representations about the receivables and both parties' standard corporate warranties

9. Perfection Requirements: Actions required to perfect the sale and transfer of receivables

10. Seller's Covenants: Ongoing obligations of the seller regarding the receivables

11. Further Assurance: Obligations to take additional actions to effect the transfer

12. Indemnities: Indemnification obligations of both parties

13. Confidentiality: Provisions protecting confidential information

14. Notices: Process for formal communications between parties

15. Governing Law and Jurisdiction: Choice of law and jurisdiction for disputes

16. General Provisions: Standard boilerplate clauses including amendments, waivers, severability

Optional Sections

1. Servicing Arrangements: Required if the seller will continue to service the receivables post-sale

2. Security Arrangements: Needed if additional security is being provided for the receivables

3. True Sale Provisions: Enhanced provisions to establish true sale character when bankruptcy remoteness is crucial

4. Data Protection: Required if personal data is involved in the receivables

5. Currency Provisions: Needed if receivables are in multiple currencies

6. Tax Gross-up: Required if tax implications need specific allocation between parties

7. Eligible Receivables Criteria: Needed for ongoing sales or when specific eligibility criteria apply

8. Buy-Back Obligations: Required if seller must repurchase receivables under certain conditions

Suggested Schedules

1. Schedule of Receivables: Detailed list and description of the receivables being sold

2. Form of Transfer Notice: Template for notices to be sent to debtors regarding the transfer

3. Completion Requirements: Detailed list of documents and actions required at completion

4. Eligibility Criteria: Detailed criteria for receivables if applicable

5. Form of Offer Letter: Template for offers of additional receivables in ongoing sales

6. Purchase Price Calculation: Detailed methodology for calculating the purchase price

7. Seller's Power of Attorney: Form of power of attorney for post-completion actions

8. Contract Templates: Templates of underlying contracts generating the receivables

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Banking and Financial Services

Manufacturing

Telecommunications

Energy and Utilities

Healthcare

Retail and Consumer Goods

Construction

Technology

Agriculture

Transportation and Logistics

Relevant Teams

Legal

Finance

Treasury

Credit

Risk Management

Compliance

Commercial

Accounts Receivable

Corporate Finance

Business Development

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Credit Manager

Legal Counsel

Commercial Director

Accounts Receivable Manager

Risk Manager

Corporate Finance Manager

Transaction Manager

Managing Director

Financial Controller

Business Development Manager

Company Secretary

Compliance Officer

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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