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Master Receivables Purchase Agreement

Master Receivables Purchase Agreement Template for South Africa

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Key Requirements PROMPT example:

Master Receivables Purchase Agreement

"I need a Master Receivables Purchase Agreement under South African law for a manufacturing company selling its trade receivables to a bank, with specific provisions for credit insurance and electronic invoicing capabilities."

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Document background
The Master Receivables Purchase Agreement serves as the primary legal framework for businesses looking to monetize their receivables portfolio through sale to financial institutions or special purpose vehicles in South Africa. This document type is essential for companies seeking to improve their working capital position or implement receivables financing programs. The agreement covers all aspects of the receivables purchase arrangement, including detailed mechanics for offers and acceptances, purchase price calculations, servicing arrangements, and regulatory compliance requirements. It is specifically structured to comply with South African legal requirements, including the National Credit Act, Financial Intelligence Centre Act, and Protection of Personal Information Act. The master agreement format allows for multiple transactions to be executed efficiently under a single governing framework, reducing transaction costs and streamlining operations.
Suggested Sections

1. Parties: Identification of the Seller and Purchaser, including registration details and addresses

2. Background: Context of the agreement, relationship between parties, and general purpose of the receivables purchase arrangement

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation

4. Sale and Purchase Structure: Framework for the purchase of receivables, including offer and acceptance mechanism

5. Purchase Price and Payment Terms: Calculation methodology for purchase price, payment mechanics, and timing

6. Conditions Precedent: Conditions that must be satisfied before purchases can commence

7. Representations and Warranties: Seller's and Purchaser's representations regarding their capacity and the receivables

8. Eligibility Criteria: Criteria that receivables must meet to be eligible for purchase

9. Servicing and Collections: Arrangements for servicing the receivables and collecting payments

10. Reporting Requirements: Ongoing reporting obligations of the Seller regarding the receivables

11. Events of Default: Circumstances constituting default and consequences thereof

12. Remedies: Rights and remedies available to parties upon default or breach

13. Confidentiality: Obligations regarding confidential information and data protection

14. Governing Law and Jurisdiction: South African law as governing law and jurisdiction for disputes

15. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment

Optional Sections

1. True Sale Provisions: Detailed provisions ensuring the transfer constitutes a true sale, used when bankruptcy remoteness is crucial

2. Credit Enhancement: Additional credit support mechanisms, used when required by the Purchaser

3. Back-up Servicing: Arrangements for backup servicer, used when continuity of servicing is critical

4. Currency Conversion: Provisions for handling multiple currencies, used for cross-border transactions

5. Tax Gross-up: Provisions for tax indemnification, used when tax implications are significant

6. Data Protection: Detailed POPIA compliance provisions, used when significant personal data is involved

7. Electronic Communications: Provisions for electronic documentation and signatures, used when parties prefer digital execution

Suggested Schedules

1. Form of Offer Notice: Template for Seller to offer receivables for purchase

2. Form of Acceptance Notice: Template for Purchaser to accept offered receivables

3. Eligibility Criteria Details: Detailed list of criteria for eligible receivables

4. Purchase Price Calculation: Detailed methodology for calculating purchase price

5. Form of Servicer Report: Template for periodic servicing reports

6. Conditions Precedent Documents: List of required documents and conditions

7. Notice Details: Contact details and notice requirements for all parties

8. Form of True Sale Opinion: Template for legal opinion confirming true sale

9. Operating Procedures: Detailed procedures for day-to-day operations

10. Form of Assignment: Template for formal assignment of receivables

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Acceptance Notice
Advance Rate
Applicable Law
Assignment
Available Funds
Business Day
Calculation Date
Collection Account
Collection Period
Collections
Cut-off Date
Debtor
Default Interest
Defaulted Receivable
Delinquent Receivable
Dilution
Discount Rate
Eligible Debtor
Eligible Receivable
Encumbrance
Event of Default
Face Value
Finance Documents
Financial Statements
Insolvency Event
Material Adverse Effect
Offer Notice
Payment Date
Purchase Date
Purchase Price
Purchased Receivable
Purchaser
Receivable
Receivables Records
Related Rights
Reporting Date
Representative
Reserve Account
Seller
Servicer
Servicing Agreement
Servicing Fee
Settlement Date
South African Rand
Termination Date
Transaction Documents
True Sale
Trust Account
VAT
ZAR
Clauses
Parties
Interpretation
Definitions
Sale and Purchase
Assignment
Purchase Price
Payment Terms
Conditions Precedent
Representations and Warranties
Eligibility Criteria
True Sale
Perfection Requirements
Servicing
Collections
Reporting
Covenants
Events of Default
Remedies
Set-off
Security
Recourse
Data Protection
Confidentiality
Anti-Money Laundering
Tax
VAT
Indemnification
Force Majeure
Termination
Amendments
Assignment and Transfer
Notices
Governing Law
Jurisdiction
Dispute Resolution
Costs
Severability
Entire Agreement
Counterparts
Relevant Industries

Banking

Financial Services

Manufacturing

Retail

Telecommunications

Healthcare

Energy

Construction

Technology

Automotive

Agriculture

Mining

Professional Services

Logistics

Consumer Goods

Relevant Teams

Legal

Finance

Treasury

Credit

Risk Management

Compliance

Operations

Commercial

Accounts Receivable

Business Development

Portfolio Management

Structured Finance

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Legal Counsel

Commercial Director

Credit Manager

Accounts Receivable Manager

Risk Manager

Compliance Officer

Financial Controller

Business Development Manager

Operations Manager

Portfolio Manager

Structured Finance Manager

Transaction Manager

Industries
National Credit Act 34 of 2005: Regulates consumer credit agreements and may apply if any of the receivables arise from credit agreements with consumers. Important for ensuring compliance with consumer protection provisions.
Financial Intelligence Centre Act 38 of 2001: Establishes requirements for anti-money laundering and know-your-customer procedures in financial transactions.
Protection of Personal Information Act 4 of 2013 (POPIA): Governs the processing of personal information, which is relevant when dealing with customer data associated with receivables.
Companies Act 71 of 2008: Relevant for corporate governance requirements and ensuring proper authorization for the sale of receivables by corporate entities.
Value-Added Tax Act 89 of 1991: Important for considering VAT implications in the sale and purchase of receivables.
Electronic Communications and Transactions Act 25 of 2002: Relevant for electronic execution of agreements and electronic communications between parties.
Financial Advisory and Intermediary Services Act 37 of 2002: May be relevant if the transaction involves financial advisory services or intermediaries.
Consumer Protection Act 68 of 2008: Applicable when dealing with receivables arising from consumer transactions and ensuring fair treatment of consumers.
Banks Act 94 of 1990: Relevant if any party is a banking institution or if the transaction involves banking services.
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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