Account Purchase Agreement Template for United States

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Key Requirements PROMPT example:

Account Purchase Agreement

"Need an Account Purchase Agreement for selling our healthcare receivables portfolio of 500 accounts to a debt buyer, with a closing date of March 15, 2025, and including ongoing servicing arrangements for 6 months post-sale."

Document background
The Account Purchase Agreement serves as the primary transaction document for businesses looking to sell their accounts receivable or other financial assets. This agreement type is commonly used in factoring arrangements, debt sales, and asset-based financing transactions across the United States. It must comply with federal regulations such as the UCC and state-specific requirements, while addressing key aspects such as purchase price calculations, representations about the accounts' quality, and transfer mechanics. The agreement is particularly relevant in situations where companies seek to improve cash flow, reduce collection burden, or monetize their receivables portfolio.
Suggested Sections

1. Parties: Identifies and defines the parties to the agreement

2. Background: Provides context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Purchase and Sale: Details the accounts being purchased and sale terms

5. Purchase Price and Payment: Specifies purchase price, payment terms, and mechanisms

6. Representations and Warranties: Sets forth seller's and buyer's representations regarding the accounts

7. Closing Conditions: Specifies conditions that must be met before closing

8. Post-Closing Obligations: Details obligations after the sale is completed

9. Governing Law: Specifies applicable law and jurisdiction

Optional Sections

1. Regulatory Compliance: Additional compliance requirements for regulated industries or entities

2. Data Protection: Privacy and data handling requirements when personal data is involved

3. Servicing Provisions: Terms for ongoing servicing of accounts when seller continues to service post-sale

Suggested Schedules

1. Account Schedule: Detailed list of accounts being purchased

2. Purchase Price Calculation: Formula and methodology for calculating purchase price

3. Due Diligence Materials: List of documents provided during due diligence

4. Required Consents: List of required third-party consents

5. Transfer Documents: Forms of assignment and transfer documents

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

Financial Services

Healthcare

Manufacturing

Retail

Technology

Relevant Teams

Finance

Legal

Treasury

Accounts Receivable

Compliance

Relevant Roles

Chief Financial Officer

Treasury Manager

Accounts Receivable Manager

Finance Director

Corporate Counsel

Industries

UCC Article 9: Federal Uniform Commercial Code Article 9 governing secured transactions, which is crucial for the transfer and security interests in accounts

Fair Credit Reporting Act (FCRA): Federal law regulating the collection, dissemination, and use of consumer credit information

Fair Debt Collection Practices Act (FDCPA): Federal law that limits the behavior and actions of debt collectors who are attempting to collect debts on behalf of another person or entity

Federal Trade Commission Act: Primary federal law governing unfair or deceptive trade practices that may affect account purchases and transfers

Truth in Lending Act (TILA): Federal law requiring disclosure of credit terms and standardizing the manner in which costs associated with borrowing are calculated and disclosed

Bank Secrecy Act (BSA): Federal law requiring financial institutions to assist government agencies in detecting and preventing money laundering

Anti-Money Laundering (AML) Regulations: Federal regulations designed to prevent the conversion of illegally obtained money into legitimate assets

Gramm-Leach-Bliley Act: Federal law requiring financial institutions to explain their information-sharing practices and protect sensitive customer data

State UCC Variations: State-specific modifications to the Uniform Commercial Code that may affect account purchase transactions in different jurisdictions

State Debt Collection Laws: State-specific regulations governing debt collection practices and requirements

State Usury Laws: State-specific laws regulating maximum interest rates and related charges that can be applied to debts

State Licensing Requirements: State-specific licensing and registration requirements for entities engaging in account purchase transactions

State Privacy Laws: State-specific regulations governing the protection and handling of personal information

Securities Act of 1933: Federal law governing the registration of securities and preventing fraud in securities transactions, relevant if accounts are securitized

Securities Exchange Act of 1934: Federal law governing secondary trading of securities and establishing the SEC, relevant if accounts are securitized

State Blue Sky Laws: State-specific securities laws regulating the offering and sale of securities to protect investors from fraudulent activities

Dodd-Frank Act: Comprehensive federal law reforming financial regulation and consumer protection in response to the 2008 financial crisis

CFPB Regulations: Consumer Financial Protection Bureau regulations governing consumer financial products and services

E-SIGN Act: Federal law ensuring the legal validity of electronic signatures and records in commercial transactions

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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