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Receivables Sale Agreement
"I need a Receivables Sale Agreement under Austrian law for my manufacturing company to sell €5 million worth of trade receivables to ABC Bank GmbH, with the seller continuing to act as servicer and including credit insurance provisions."
1. Parties: Identification of the Seller and Purchaser with full legal names and addresses
2. Background: Context of the transaction, description of the receivables business, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core provisions detailing the sale and transfer of receivables, including purchase price mechanism
5. Conditions Precedent: Conditions that must be satisfied before the agreement becomes effective
6. Representations and Warranties: Seller's representations regarding the receivables and general warranties from both parties
7. Purchase Price and Payment: Detailed mechanics for calculating and paying the purchase price
8. Transfer Mechanics: Procedures for effecting the transfer of receivables and required notifications
9. Servicing and Collections: Arrangements for collecting and managing the receivables post-sale
10. Undertakings: Ongoing obligations of the parties
11. Events of Default: Circumstances constituting default and consequences
12. Termination: Provisions for ending the agreement and consequences of termination
13. Confidentiality: Obligations regarding confidential information
14. Notices: Process for formal communications between parties
15. Governing Law and Jurisdiction: Choice of Austrian law and jurisdiction provisions
1. Security Interest: Required if any security is being provided for the obligations
2. Data Protection: Detailed GDPR compliance section if personal data is involved
3. True Sale Provisions: Enhanced provisions to ensure characterization as a true sale rather than financing
4. Credit Insurance: Provisions dealing with any credit insurance arrangements
5. Reserve Account: If a reserve mechanism is used to secure performance
6. Repurchase Option: If the seller has the right to repurchase certain receivables
7. Tax Gross-up: Provisions for tax implications and gross-up obligations
8. Collection Account Arrangements: If specific collection account structures are required
1. Schedule 1 - Eligibility Criteria: Detailed criteria for receivables eligible for sale
2. Schedule 2 - Form of Transfer Notice: Template for notices of transfer of receivables
3. Schedule 3 - Seller Power of Attorney: Form of power of attorney for post-sale actions
4. Schedule 4 - Form of Debtor Notification: Template for notifying debtors of the assignment
5. Schedule 5 - Initial Receivables Portfolio: List and details of initial receivables being sold
6. Schedule 6 - Purchase Price Calculation: Detailed methodology for calculating purchase price
7. Schedule 7 - Servicing Requirements: Detailed procedures for servicing the receivables
8. Schedule 8 - Reporting Requirements: Templates and requirements for periodic reporting
Authors
Account Bank
Administration Records
Advance Rate
Assigned Rights
Available Receivables
Business Day
Calculation Date
Collection Account
Collection Period
Cut-off Date
Data Protection Laws
Debtor
Debtor Notification
Default Rate
Defaulted Receivable
Deferred Purchase Price
Dilution
Discount Rate
Eligible Debtor
Eligible Receivable
Encumbrance
Event of Default
Excluded Receivable
Face Value
Final Maturity Date
Finance Documents
Financial Indebtedness
Insolvency Event
Insurance Policy
Interest Period
Material Adverse Effect
Maximum Portfolio Amount
Offered Receivables
Payment Date
Portfolio
Purchase Date
Purchase Price
Purchaser's Cost of Funds
Receivables
Receivables Records
Related Rights
Relevant Exchange Rate
Reserve Account
Secured Obligations
Security Interest
Seller's Account
Servicer
Servicing Agreement
Settlement Date
Stop Purchase Event
Transaction Documents
Transfer Notice
True Sale
Trust Account
VAT
Assignment
Purchase Price
Payment Terms
Transfer Mechanics
Conditions Precedent
Representations and Warranties
Servicing
Collections
True Sale
Security Interest
Undertakings
Covenants
Events of Default
Termination
Set-off
Indemnification
Tax
Data Protection
Confidentiality
Force Majeure
Assignment and Transfer
Notices
Amendments
Severability
Entire Agreement
Further Assurance
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Anti-Money Laundering
Sanctions Compliance
GDPR Compliance
Record Keeping
Reporting
Power of Attorney
Third Party Rights
Financial Services
Banking
Manufacturing
Retail
Wholesale Trade
Construction
Healthcare
Technology
Professional Services
Logistics and Transportation
Energy and Utilities
Telecommunications
Legal
Finance
Treasury
Credit Control
Accounts Receivable
Risk Management
Compliance
Operations
Commercial
Business Development
Chief Financial Officer
Finance Director
Treasury Manager
Credit Controller
Accounts Receivable Manager
Legal Counsel
Commercial Director
Risk Manager
Compliance Officer
Financial Controller
Business Development Manager
Portfolio Manager
Operations Manager
Credit Risk Manager
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