Master Receivables Purchase Agreement for Ireland

Master Receivables Purchase Agreement Template for Ireland

This is a comprehensive legal agreement governed by Irish law that establishes a framework for the ongoing purchase of receivables from a seller to a purchaser. It sets out the terms and conditions for multiple transfers of receivables, including eligibility criteria, purchase price calculations, representations and warranties, and servicing arrangements. The agreement incorporates Irish legal requirements, including those under the Conveyancing Act 1881, relevant financial services regulations, and data protection laws, while establishing a structure that can accommodate regular sales of receivables over time.

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What is a Master Receivables Purchase Agreement?

The Master Receivables Purchase Agreement is designed for situations where a company wishes to monetize its receivables through ongoing sales to a financial institution or special purpose vehicle under Irish law. This agreement is particularly useful for businesses seeking to improve their working capital position or establish a recurring financing arrangement. It contains detailed provisions covering the sale mechanics, eligibility criteria for receivables, purchase price calculations, representations and warranties, and servicing arrangements. The document ensures compliance with Irish legal requirements, including the Conveyancing Act 1881, financial services regulations, and data protection laws, while providing flexibility for multiple transfers over time. It is commonly used in trade finance, supply chain finance, and securitization transactions, offering a robust legal framework for recurring receivables sales.

What sections should be included in a Master Receivables Purchase Agreement?

1. Parties: Identifies the seller(s) and purchaser(s) of the receivables

2. Background: Sets out the context and commercial purpose of the agreement

3. Definitions and Interpretation: Defines key terms and interpretation principles used throughout the agreement

4. Sale and Purchase: Core provisions governing the sale and purchase of receivables, including transfer mechanics

5. Eligibility Criteria: Specifies the criteria that receivables must meet to be eligible for purchase

6. Purchase Price and Payment: Details the purchase price calculation methodology and payment mechanisms

7. Conditions Precedent: Lists conditions that must be satisfied before purchases can commence

8. Representations and Warranties: Sets out representations and warranties given by both parties, particularly regarding the receivables

9. Covenants: Ongoing obligations of the parties throughout the life of the agreement

10. Servicing: Provisions regarding the servicing and collection of the receivables

11. Events of Default: Defines circumstances constituting default and consequences

12. Indemnities: Specifies indemnification obligations of the parties

13. Confidentiality: Provisions governing confidential information

14. Data Protection: Addresses GDPR and data protection requirements

15. Notices: Specifies how formal notices must be given between parties

16. Governing Law and Jurisdiction: Specifies Irish law as governing law and jurisdiction for disputes

What sections are optional to include in a Master Receivables Purchase Agreement?

1. Security Arrangements: Required if any security is being provided for the seller's obligations

2. Credit Enhancement: Include if there are any credit enhancement mechanisms such as reserves or overcollateralization

3. Performance Triggers: Include if the agreement includes performance-based triggers affecting the purchase program

4. Customer Notification Requirements: Required if immediate notification to underlying debtors is part of the structure

5. True Sale Provisions: Enhanced provisions where bankruptcy remoteness is critical

6. Currency Conversion: Required for cross-border transactions involving multiple currencies

7. Tax Gross-Up: Include where tax implications need specific addressing

8. Intermediate Transfer Provisions: Required in structures involving intermediate transfers or sub-participation

What schedules should be included in a Master Receivables Purchase Agreement?

1. Form of Transfer Notice: Template notice for offering receivables for purchase

2. Form of Assignment: Standard form for documenting each assignment of receivables

3. Eligibility Criteria Details: Detailed specifications of eligibility requirements

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

5. Servicing Requirements: Detailed servicing procedures and requirements

6. Form of Servicer Report: Template for periodic servicer reporting

7. Conditions Precedent Documents: List of required conditions precedent documents

8. Notice Details: Contact details and addresses for notices

9. Form of Debtor Notification: Template notice to be sent to debtors when required

10. Data Protection Requirements: Detailed data protection and GDPR compliance procedures

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

Ireland

Publisher

Genie AI

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Banking

Manufacturing

Retail

Healthcare

Technology

Telecommunications

Energy

Construction

Automotive

Consumer Goods

Professional Services

Relevant Teams

Legal

Finance

Treasury

Credit Management

Accounts Receivable

Risk Management

Compliance

Operations

Commercial

Working Capital

Relevant Roles

Chief Financial Officer

Treasury Manager

Finance Director

Legal Counsel

Commercial Director

Credit Manager

Accounts Receivable Manager

Risk Manager

Compliance Officer

Operations Director

Financial Controller

General Counsel

Head of Working Capital

Structured Finance Manager

Transaction Manager

Industries
Conveyancing Act 1881: Governs legal assignments of debts and receivables in Ireland, requiring written notice to debtors for legal assignment
European Union (Consumer Mortgage Credit Agreements) Regulations 2016: Relevant if any receivables involve consumer mortgage credits, ensuring consumer protection in mortgage-backed receivables
Consumer Credit Act 1995: Regulates consumer credit agreements and provides consumer protections that may affect the purchase of consumer receivables
Central Bank Act 1997: Regulates credit servicing and the acquisition of credit, requiring appropriate authorizations for certain receivables purchases
General Data Protection Regulation (GDPR) and Data Protection Act 2018: Governs the processing and transfer of personal data associated with the receivables
Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010-2021: Sets out AML requirements for financial transactions including receivables purchases
Companies Act 2014: Contains provisions regarding registration of charges and security interests, relevant for secured receivables
European Communities (Late Payment in Commercial Transactions) Regulations 2012: Relevant for commercial receivables, governing payment terms and interest on late payments
Bills of Exchange Act 1882: Important when receivables involve negotiable instruments like bills of exchange or promissory notes
Sale of Goods Act 1893: Relevant when receivables arise from sale of goods transactions, affecting underlying contract validity
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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