Rec Purchase Agreement Generator for United States

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Key Requirements PROMPT example:

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."

Document background
The Receivables Purchase Agreement is essential for businesses seeking to monetize their accounts receivable through sale rather than traditional financing. This document type is commonly used in the United States for factoring, securitization, and other receivables-based transactions. The agreement must carefully address true sale requirements, UCC compliance, and various regulatory considerations. A well-structured Rec Purchase Agreement will typically include detailed provisions on purchase mechanics, representations and warranties, servicing arrangements, and credit enhancement features.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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
Industries

Uniform Commercial Code: Core commercial law framework including Article 9 (Secured Transactions), Article 2 (Sales), and Article 3 (Negotiable Instruments). Essential for structuring receivables purchases.

Federal Assignment of Claims Act: Federal law governing the assignment of claims against the United States government, crucial if any receivables involve federal contracts.

Consumer Protection Laws: Including Truth in Lending Act, Fair Debt Collection Practices Act (FDCPA), Fair Credit Reporting Act (FCRA), and CFPB regulations.

Securities Laws: Securities Act of 1933 and Securities Exchange Act of 1934, particularly relevant if the receivables are to be securitized.

Banking Regulations: Including Bank Secrecy Act and Dodd-Frank Wall Street Reform Act, particularly regarding true sale opinions and banking requirements.

State-Specific Laws: Including state usury laws, state commercial codes, and state-specific consumer protection regulations that vary by jurisdiction.

Bankruptcy Code: Federal bankruptcy laws concerning true sale versus secured lending and bankruptcy remoteness considerations.

Tax Laws: IRS regulations regarding sale vs. financing treatment and state tax implications of receivables purchases.

Privacy Laws: Including Gramm-Leach-Bliley Act, state privacy laws, and GDPR compliance requirements for handling financial and personal information.

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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