Assignment Of Receivables Agreement for Canada

Assignment Of Receivables Agreement Template for Canada

A Canadian Assignment of Receivables Agreement is a legal document that facilitates the transfer of accounts receivable from one party (the Assignor) to another (the Assignee). This agreement is governed by Canadian federal laws and provincial regulations, particularly the Personal Property Security Act (PPSA) of the relevant province. The document outlines the terms of the assignment, including the purchase price, representations and warranties, collection mechanisms, and notice requirements. It incorporates specific Canadian legal requirements for perfection of security interests and registration under applicable provincial legislation.

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What is a Assignment Of Receivables Agreement?

The Assignment Of Receivables Agreement is a crucial document used in Canadian business transactions where a company wishes to transfer its accounts receivable to another party, typically for financing purposes or cash flow management. This agreement is commonly used in factoring arrangements, securitization transactions, or as collateral for financing. The document must comply with Canadian federal laws and provincial regulations, particularly the Personal Property Security Act (PPSA) of the relevant province, which governs the creation and perfection of security interests. The agreement includes detailed provisions for the identification of receivables, purchase price calculations, representations about the quality and ownership of receivables, collection procedures, and notice requirements to debtors. Special considerations are needed for assignments involving Quebec assets or parties due to Quebec's Civil Code requirements.

What sections should be included in a Assignment Of Receivables Agreement?

1. Parties: Identification of the Assignor and Assignee, including full legal names and addresses

2. Background: Context of the assignment, including the existence of receivables and the business relationship giving rise to them

3. Definitions: Definitions of key terms used throughout the agreement, including 'Receivables', 'Security Interest', 'Collection Period', etc.

4. Assignment: Core provision detailing the assignment of receivables from Assignor to Assignee

5. Purchase Price and Payment: Terms of consideration for the assignment, including payment mechanics and timing

6. Representations and Warranties: Assignor's representations regarding ownership, right to assign, and quality of receivables

7. Covenants: Ongoing obligations of the Assignor, including cooperation in collection and notification

8. Notice and Collection: Requirements for notifying debtors and procedures for collecting receivables

9. Further Assurance: Obligations to execute additional documents and take necessary steps to perfect the assignment

10. Governing Law and Jurisdiction: Specification of applicable law and courts having jurisdiction

11. Execution: Signature blocks and execution requirements

What sections are optional to include in a Assignment Of Receivables Agreement?

1. Security Interest: Creates security interest in favor of Assignee when assignment is for security purposes rather than absolute

2. Recourse: Include when the assignment is with recourse, specifying circumstances where Assignor must repurchase receivables

3. Credit Enhancement: When additional credit support is provided, such as reserves or overcollateralization

4. Servicing Arrangements: When Assignor continues to service the receivables as agent for Assignee

5. Tax Provisions: Detailed tax provisions when assignment has significant tax implications

6. Quebec Provisions: Special provisions required when assignment involves Quebec receivables or parties

7. Foreign Currency Provisions: When receivables are denominated in multiple currencies

8. PPSA Registration: Specific provisions regarding PPSA registration when required

What schedules should be included in a Assignment Of Receivables Agreement?

1. Schedule of Receivables: Detailed list of assigned receivables, including debtor information, amounts, and due dates

2. Form of Notice to Debtors: Template notice to be sent to debtors informing them of the assignment

3. Form of Assignment Notice: Standard form for documenting individual assignments under a master agreement

4. Excluded Receivables: List of receivables specifically excluded from the assignment

5. Form of Payment Direction: Template instructing debtors on new payment arrangements

6. PPSA Registration Details: Details of PPSA registrations and verification statements

7. Debtor Addresses: Complete list of debtor contact information for notice purposes

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

Jurisdiction

Canada

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Relevant Industries

Financial Services

Banking

Manufacturing

Wholesale Trade

Retail

Construction

Healthcare

Technology

Professional Services

Transportation and Logistics

Energy and Utilities

Telecommunications

Relevant Teams

Legal

Finance

Treasury

Accounts Receivable

Credit Control

Risk Management

Operations

Compliance

Commercial

Business Development

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Accounts Receivable Manager

Credit Controller

Legal Counsel

Corporate Lawyer

Finance Manager

Risk Manager

Commercial Director

Business Development Manager

Financial Controller

Operations Manager

Credit Manager

Compliance Officer

Industries
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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