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Accounts Receivable Assignment Agreement
"I need an Accounts Receivable Assignment Agreement for my manufacturing company to assign $2 million worth of receivables to ABC Finance Limited, with the assignment to be effective from March 1, 2025, and I need to retain servicing rights over the receivables."
1. Parties: Identifies and provides full legal details of the Assignor and Assignee
2. Background: Sets out the context of the agreement, including the existence of the receivables and the intention to assign them
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules for interpretation
4. Assignment: Core provision detailing the assignment of the receivables from Assignor to Assignee
5. Consideration: Specifies the payment or other consideration for the assignment
6. Representations and Warranties: Assignor's warranties regarding ownership, right to assign, and status of receivables
7. Perfection of Assignment: Requirements for registering and perfecting the assignment, including PPSA requirements
8. Notice and Communication: Provisions regarding notification to debtors and communication requirements
9. Collection and Administration: Specifies who will collect the receivables and how they will be administered
10. Payment and Settlement: Details how payments will be processed and settled between parties
11. Indemnities: Protections and indemnities provided between the parties
12. Confidentiality: Obligations regarding confidential information and data protection
13. Dispute Resolution: Procedures for handling disputes between the parties
14. General Provisions: Standard boilerplate clauses including governing law, notices, and amendments
1. Security Interest: Required if the assignment is intended to create a security interest rather than an absolute assignment
2. Recourse Provisions: Included when the assignment is with recourse to the Assignor
3. Credit Enhancement: Used when additional credit support or guarantees are provided
4. Servicing Arrangements: Required if the Assignor will continue to service the receivables
5. True Sale Provisions: Important for securitization transactions to establish true sale character
6. Cross-Border Provisions: Required when receivables or parties involve multiple jurisdictions
7. Consumer Protection Compliance: Needed when receivables involve consumer debtors
8. GST Provisions: Required when GST implications need to be specifically addressed
1. Schedule 1 - Assigned Receivables: Detailed list and description of all receivables being assigned
2. Schedule 2 - Purchase Price Calculation: Formula and methodology for calculating the purchase price
3. Schedule 3 - Form of Notice to Debtors: Template notice to be sent to debtors regarding the assignment
4. Schedule 4 - Eligibility Criteria: Criteria that receivables must meet to be included in the assignment
5. Schedule 5 - Collection Procedures: Detailed procedures for collecting and administering the receivables
6. Schedule 6 - Required Documents: List of documents required for completion of the assignment
7. Appendix A - Power of Attorney: Form of power of attorney if required for collection or administration
8. Appendix B - Compliance Certificates: Forms of compliance certificates required under the agreement
Authors
Accrued Interest
Assigned Receivables
Assignment
Assignment Date
Business Day
Charge
Collection Account
Collection Period
Consideration
Cut-off Date
Debtor
Default Interest Rate
Dilutions
Disclosed
Effective Date
Eligible Receivables
Encumbrance
Event of Default
Face Value
Financial Indebtedness
GST
Insolvency Event
Material Adverse Effect
Notice of Assignment
Outstanding Balance
Payment Date
PPSA
Purchase Price
Receivables
Receivables Records
Related Rights
Relevant Documents
Security Interest
Servicer
Servicing Agreement
Settlement Date
Termination Event
Transaction Documents
Transfer
True Sale
Underlying Contract
Unpaid Balance
Working Day
Purchase Price
Payment Terms
True Sale
Representations and Warranties
Perfection and Registration
Security Interest
Notice Requirements
Collection Rights
Servicing Arrangements
Recourse
Further Assurance
Confidentiality
Data Protection
Anti-Money Laundering
GST
Default
Termination
Force Majeure
Assignment and Transfer
Amendments
Notices
Governing Law
Dispute Resolution
Severability
Entire Agreement
Counterparts
Costs and Expenses
Set-off Rights
Indemnification
Record Keeping
Reporting Requirements
Information Rights
Power of Attorney
Compliance with Laws
Financial Services
Manufacturing
Wholesale Trade
Retail
Construction
Professional Services
Healthcare
Technology
Transportation and Logistics
Agriculture
Energy
Finance
Legal
Treasury
Credit Control
Accounts Receivable
Risk Management
Commercial
Operations
Collections
Corporate Finance
Chief Financial Officer
Finance Director
Treasury Manager
Credit Manager
Accounts Receivable Manager
Financial Controller
Commercial Director
Legal Counsel
Risk Manager
Collections Manager
Business Development Manager
Corporate Finance Manager
Factoring Manager
Trade Finance Manager
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