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Rec Purchase Agreement
"Need a Rec Purchase Agreement for our manufacturing company to sell $5M worth of trade receivables to ABC Bank, with monthly purchases and the seller continuing to service the receivables, targeting closing by March 2025."
1. Parties: Identification of seller and purchaser of receivables
2. Background: Context of the transaction and nature of receivables being sold
3. Definitions: Key terms used throughout the agreement including defined terms for receivables, purchase price, and eligibility criteria
4. Purchase and Sale: Core transaction terms including purchase price, payment mechanisms, and transfer provisions
5. Representations and Warranties: Seller's statements regarding receivables, business condition, and authority to sell
6. Covenants: Ongoing obligations of parties including reporting, maintenance of records, and compliance requirements
7. Events of Default: Circumstances constituting default and corresponding remedies
8. Miscellaneous: Standard provisions including governing law, notices, amendments, and assignment rights
1. Servicing Provisions: Terms for ongoing servicing of receivables, including servicing standards and fees
2. Credit Enhancement: Additional security features such as reserves, overcollateralization, or guarantees
3. True Sale Provisions: Specific language ensuring true sale treatment for bankruptcy purposes
4. Collections and Waterfall: Detailed provisions for handling collections and payment priorities
1. Schedule of Receivables: Detailed list or criteria of receivables being purchased
2. Eligibility Criteria: Specific criteria that receivables must meet to be eligible for purchase
3. Form of Purchase Notice: Standard form for initiating individual purchases
4. Form of Assignment: Standard form for documenting transfer of receivables
5. Servicing Procedures: Detailed procedures for servicing the receivables post-purchase
Authors
Additional Receivables
Adverse Claim
Aggregate Purchase Price
Assignment
Business Day
Closing Date
Collection Account
Collections
Contract
Cut-off Date
Defaulted Receivable
Delinquent Receivable
Discount Factor
Eligible Receivable
Event of Default
Face Amount
Initial Purchase Date
Interest Rate
Lock-Box
Material Adverse Effect
Obligor
Outstanding Balance
Purchase Date
Purchase Notice
Purchase Price
Purchased Receivables
Related Rights
Related Security
Servicer
Servicing Fee
Settlement Date
Settlement Period
Termination Date
Transaction Documents
True Sale
UCC
Underlying Contract
Purchase Price and Payment
Eligibility Criteria
Conditions Precedent
Representations and Warranties
Perfection and Priority
Servicing
Collections and Accounts
Covenants
Events of Default
Remedies
Indemnification
Assignment and Transfer
Confidentiality
True Sale
No Agency
Further Assurance
Notices
Amendments
Governing Law
Dispute Resolution
Termination
Survival
Severability
Entire Agreement
Counterparts
Credit Enhancement
Set-off Rights
Taxes
Recordkeeping
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