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Account Receivable Purchase Agreement
"I need a Belgian law Account Receivable Purchase Agreement for a manufacturing company selling its receivables to a bank, with a maximum facility amount of €50 million, including credit insurance provisions and GDPR compliance requirements."
1. Parties: Identification of the Seller (originator of receivables) and the Purchaser (factor), including their full legal names, registration details, and addresses
2. Background: Context of the agreement, including the Seller's business nature and desire to sell receivables, and the Purchaser's willingness to purchase them
3. Definitions: Comprehensive definitions of terms used throughout the agreement, including 'Eligible Receivables', 'Purchase Price', 'Advance Rate', etc.
4. Sale and Purchase: Core provisions regarding the sale and purchase of receivables, including the true sale nature of the transaction and transfer mechanism
5. Purchase Price and Payment Terms: Calculation of purchase price, advance rate, reserves, and payment mechanics
6. Eligibility Criteria: Detailed criteria for receivables to qualify for purchase
7. Representations and Warranties: Seller's representations regarding its corporate existence, authority, and the quality of receivables
8. Covenants: Ongoing obligations of the Seller, including reporting requirements and operational covenants
9. Collections and Payments: Process for collecting receivables and handling payments, including account arrangements
10. Servicing: Provisions regarding the servicing of the receivables, whether by Seller or Purchaser
11. Events of Default: Circumstances constituting default and their consequences
12. Termination: Provisions for terminating the agreement and its consequences
13. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes
1. Credit Insurance: Required when credit insurance is part of the structure, detailing insurance requirements and claims process
2. Electronic Platform: Needed when parties use an electronic platform for receivables submission and reporting
3. Currency Conversion: Required for cross-border transactions involving multiple currencies
4. Compliance with Sanctions: Detailed sanctions compliance provisions for international transactions
5. Data Protection: Detailed GDPR compliance provisions when personal data is involved
6. Parent Company Guarantee: When additional security through parent company support is required
7. Uncommitted Facility: When the facility is structured as discretionary rather than committed
8. Recourse Provisions: When the agreement includes full or partial recourse to the Seller
1. Schedule 1 - Eligibility Criteria: Detailed list of criteria for acceptable receivables
2. Schedule 2 - Calculation of Purchase Price: Detailed methodology for calculating purchase price, including formulae
3. Schedule 3 - Form of Offer Notice: Template for offering receivables for purchase
4. Schedule 4 - Operational Procedures: Detailed procedures for daily operations, submissions, and reporting
5. Schedule 5 - Form of Data Protection Agreement: Standard terms for handling personal data in compliance with GDPR
6. Schedule 6 - Approved Debtors: List of approved debtors and their credit limits
7. Schedule 7 - Required Reports: Templates and specifications for required periodic reports
8. Schedule 8 - Fee Schedule: Detailed breakdown of all applicable fees and charges
9. Appendix A - Form of Assignment: Standard form for documenting individual assignments of receivables
10. Appendix B - Collection Account Details: Specifications for collection accounts and payment routing
Authors
Advance Rate
Availability Period
Business Day
Collection Account
Collection Period
Debtor
Defaulted Receivable
Deferred Purchase Price
Dilution
Discount Rate
Eligible Debtor
Eligible Receivable
Event of Default
Face Value
Factor Fee
Final Maturity Date
Finance Documents
Funding Date
Initial Purchase Price
Ineligible Receivable
Invoice
Maximum Facility Amount
Notification
Offer
Offer Date
Purchase Date
Purchase Price
Purchased Receivable
Receivables
Receivables Schedule
Recourse Event
Related Rights
Reserve Account
Secured Obligations
Security Interest
Seller's Account
Servicer
Servicing Fee
Settlement Date
Termination Event
Transaction Documents
True Sale
Trust Account
Unutilized Fee
VAT
Working Capital
Sale and Purchase
Assignment
Purchase Price
Payment Terms
Eligibility Criteria
True Sale
Representations and Warranties
Servicing
Collections
Security Interest
Recourse
Information Undertakings
General Undertakings
Events of Default
Termination
Set-off
Confidentiality
Data Protection
Anti-Money Laundering
Tax
Notices
Amendments
Assignment and Transfer
Severability
Force Majeure
Entire Agreement
Counterparts
Governing Law
Jurisdiction
Indemnification
Account Management
Credit Insurance
Electronic Communications
Sanctions Compliance
Manufacturing
Wholesale Trade
Retail
Construction
Transportation and Logistics
Technology and Software
Professional Services
Healthcare
Industrial Equipment
Automotive
Consumer Goods
Agriculture
Energy
Telecommunications
Legal
Finance
Treasury
Credit Management
Accounts Receivable
Operations
Risk Management
Compliance
Commercial
Working Capital Management
Chief Financial Officer
Treasury Manager
Finance Director
Credit Manager
Accounts Receivable Manager
Legal Counsel
General Counsel
Commercial Director
Financial Controller
Operations Manager
Risk Manager
Compliance Officer
Working Capital Manager
Corporate Finance Manager
Transaction Manager
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