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Receivables Purchase Agreement
"Need a Receivables Purchase Agreement for my manufacturing company to sell $5M worth of trade receivables to ABC Bank Ltd, with the seller continuing to act as servicer for collections and including a 90% advance rate on the purchase price."
1. Parties: Identification of seller and purchaser of receivables
2. Background: Context of the transaction and existing relationships
3. Definitions: Key terms used throughout the agreement including defined terms for Receivables, Purchase Price, Cut-off Date, etc.
4. Sale and Purchase: Core terms of the receivables purchase including transfer mechanism and scope
5. Purchase Price: Pricing mechanism, payment terms, and calculation methodology
6. Conditions Precedent: Requirements to be satisfied before completion including due diligence and documentation
7. Representations and Warranties: Statements of fact and assurances by parties regarding capacity, authority, and receivables quality
8. Perfection Requirements: Steps required to perfect the assignment including notices and registrations
9. Governing Law and Jurisdiction: Choice of Singapore law and jurisdiction for dispute resolution
1. Security Arrangements: Additional security provisions where collateral or other security is required
2. Servicing Arrangements: Terms for ongoing collection and management of receivables where seller continues as servicer
3. Buy-Back Provisions: Terms for repurchase of receivables in case of breach or other specified events
4. Credit Enhancement: Additional credit support mechanisms such as reserves or overcollateralization
1. Schedule of Receivables: Detailed list of receivables being purchased including relevant details and outstanding amounts
2. Eligibility Criteria: Specific criteria that receivables must meet to be eligible for purchase
3. Form of Transfer Notice: Template for notices to be sent to debtors informing them of the assignment
4. Form of Assignment: Template for formal assignment documentation required under Singapore law
5. Pricing Schedule: Detailed pricing calculations, formulae and adjustment mechanisms
Authors
Assigned Rights
Business Day
Collection Account
Completion Date
Cut-off Date
Defaulted Receivable
Eligible Receivables
Encumbrance
Event of Default
Face Value
Financing Statement
Governing Law
Indebtedness
Initial Purchase Price
Material Adverse Effect
Notice of Assignment
Obligor
Outstanding Amount
Purchase Price
Purchased Receivables
Receivables
Related Rights
Relevant Documents
Repurchase Event
Repurchase Price
Sale Notice
Security Interest
Servicer
Servicing Agreement
Settlement Date
Transaction Documents
Transfer Date
Underlying Contract
Working Day
Purchase Price and Payment
Conditions Precedent
Completion
Perfection of Transfer
Representations and Warranties
Eligibility Criteria
Servicing Arrangements
Collections and Payments
Security Interest
Repurchase Obligations
Indemnification
Confidentiality
Data Protection
Assignment and Transfer
Events of Default
Termination
Further Assurance
Notices
Set-off
Amendment and Waiver
Severability
Counterparts
Force Majeure
Costs and Expenses
Entire Agreement
Third Party Rights
Governing Law
Dispute Resolution
Jurisdiction
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