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Receivables Purchase Agreement
I need a German law Receivables Purchase Agreement for a factoring arrangement where my manufacturing company will sell trade receivables to Deutsche Bank, with a maximum portfolio value of €10 million and ongoing purchases starting March 2025.
1. Parties: Identification of the Seller and Purchaser with full legal names and addresses
2. Background: Context of the transaction and brief description of the receivables being sold
3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including German legal terms where relevant
4. Sale and Purchase: Core provisions for the sale and assignment of receivables, including the mechanism for transfer under German law
5. Purchase Price and Payment: Calculation of purchase price, payment mechanics, and any adjustments
6. Conditions Precedent: Prerequisites for the purchase of receivables, including required documents and confirmations
7. Representations and Warranties: Seller's representations regarding the receivables and its authority to sell
8. Undertakings: Ongoing obligations of the parties, particularly the Seller's duties regarding the receivables
9. Notification and Collection: Provisions regarding debtor notification and collection procedures
10. Events of Default: Circumstances constituting default and consequences
11. Indemnities: Indemnification obligations of the parties
12. Confidentiality: Provisions for maintaining confidentiality of transaction details
13. Data Protection: GDPR compliance and data handling requirements
14. Governing Law and Jurisdiction: Confirmation of German law governance and jurisdiction provisions
15. Miscellaneous: Standard boilerplate provisions including severability, amendments, and notices
1. True Sale Provisions: Specific provisions to ensure characterization as a true sale rather than security arrangement, important for accounting or regulatory purposes
2. Security Interest: Required if additional security is being provided for the Seller's obligations
3. Servicing Provisions: Needed if the Seller will continue to service the receivables post-sale
4. Credit Insurance: Relevant if receivables are credit insured and insurance rights are being transferred
5. Foreign Currency Provisions: Required if receivables are denominated in multiple currencies
6. Electronic Invoicing: Necessary for deals involving e-invoicing systems
7. VAT Provisions: Detailed VAT treatment if relevant to the receivables
8. Back-up Servicer: Required if a back-up servicer arrangement is part of the structure
1. Eligibility Criteria: Detailed criteria for receivables to be eligible for purchase
2. Form of Purchase Notice: Template for offering receivables for purchase
3. Form of Assignment: Standard form for German law assignment documentation
4. Debtor Notification Form: Template for notifying debtors of the assignment
5. Initial Receivables List: Details of receivables being purchased at closing
6. Servicer Reports: Templates for ongoing reporting of collections and receivables status
7. Compliance Certificate: Form for periodic compliance certification
8. Power of Attorney: Form of power of attorney for collection and enforcement
9. Bank Account Details: Specification of accounts for payments and collections
Authors
Additional Purchase Date
Adverse Claim
Affiliate
Applicable Law
Assignment
Available Receivables
Business Day
Collection Account
Collection Period
Collections
Contract
Cut-off Date
Data Protection Laws
Debtor
Defaulted Receivable
Delinquent Receivable
Discount Rate
Eligible Debtor
Eligible Receivable
Encumbrance
Event of Default
Face Amount
Finance Documents
Financial Statements
German Banking Act
German Civil Code
German Commercial Code
Indebtedness
Initial Purchase Date
Insolvency Event
Insolvency Proceedings
Material Adverse Effect
Maximum Portfolio Amount
Notice of Assignment
Obligor
Offer
Outstanding Amount
Payment Date
Portfolio
Purchase Date
Purchase Limit
Purchase Notice
Purchase Price
Purchased Receivable
Purchaser Account
Receivable
Receivables List
Related Rights
Relevant Currency
Reporting Date
Security Interest
Seller Account
Servicer Termination Event
Servicing Agreement
Settlement Date
Termination Event
Transaction Documents
Transfer
True Sale
Underlying Contract
VAT
Definitions
Sale and Purchase
Assignment
Purchase Price
Payment Terms
True Sale
Conditions Precedent
Representations and Warranties
Undertakings
Servicing
Collections
Security Interest
Events of Default
Remedies
Set-off
Indemnification
Data Protection
Confidentiality
Notice Requirements
Force Majeure
Term and Termination
Assignment and Transfer
Amendment
Severability
Entire Agreement
Notices
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
VAT and Taxation
Anti-Money Laundering
Regulatory Compliance
Information Rights
Record Keeping
Further Assurance
Powers of Attorney
Bank Accounts
Payment Mechanics
Calculations
Costs and Expenses
Banking and Financial Services
Manufacturing
Wholesale and Distribution
Automotive
Technology
Healthcare
Construction
Energy
Telecommunications
Retail
Professional Services
Transportation and Logistics
Legal
Finance
Treasury
Credit and Collections
Accounts Receivable
Risk Management
Compliance
Operations
Commercial
Business Development
Chief Financial Officer
Treasury Manager
Finance Director
Credit Manager
Accounts Receivable Manager
Legal Counsel
Commercial Director
Risk Manager
Operations Manager
Compliance Officer
Financial Controller
Business Development Manager
Trade Finance Manager
Working Capital Manager
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