The Receivables Sale Agreement is a critical document used in trade finance, factoring, and securitization transactions under Dutch law. It enables companies to monetize their accounts receivable by selling them to financial institutions or other purchasers, thereby improving their working capital position. The agreement must comply with Dutch legal requirements for the valid assignment of receivables (cessie) under the Dutch Civil Code, including specific formalities for perfection. It contains detailed provisions about the receivables being sold, purchase price calculations, representations about the quality and enforceability of the receivables, and often includes ongoing servicing arrangements. This document is particularly relevant for structured finance transactions and working capital financing arrangements in the Netherlands, requiring careful consideration of Dutch financial regulatory requirements and data protection laws.
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Key Requirements PROMPT example:
Receivables Sale Agreement
"I need a Receivables Sale Agreement under Dutch law for a one-time sale of commercial trade receivables from my manufacturing business to a factoring company, with the seller continuing to service the receivables and collect payments from debtors."
1. Parties: Identification of the seller and purchaser of the receivables
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
4. Sale and Purchase: Core provisions regarding the sale and assignment of the receivables
5. Purchase Price and Payment: Methodology for calculating the purchase price and payment mechanics
6. Conditions Precedent: Conditions that must be satisfied before the agreement becomes effective
7. Representations and Warranties: Seller's representations about the receivables and both parties' general warranties
8. Perfection and Notice: Requirements for perfecting the assignment and notifying debtors
9. Covenants: Ongoing obligations of the parties
10. Events of Default: Circumstances constituting default and consequences
11. Indemnities: Indemnification obligations of the parties
12. Confidentiality: Provisions regarding confidential information
13. Data Protection: Compliance with GDPR and other data protection requirements
14. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction provisions
15. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Servicing: Required if the seller will continue to service the receivables post-sale
2. Security Arrangements: Needed if additional security is provided for the sold receivables
3. Revolving Purchase Facility: Required for ongoing purchase arrangements rather than one-time sales
4. Credit Enhancement: Include if there are reserve accounts or other credit enhancement features
5. Reporting Requirements: Include for detailed reporting obligations, especially in revolving facilities
6. Buy-Back Obligations: Include if the seller has obligations to repurchase certain receivables
7. Collection Account Arrangements: Required if there are specific arrangements for collecting payments
8. True Sale Provisions: Enhanced provisions to ensure bankruptcy-remoteness, if required
1. Schedule 1 - Receivables Criteria: Detailed eligibility criteria for the receivables
2. Schedule 2 - Form of Transfer Document: Template for the formal deed of assignment under Dutch law
3. Schedule 3 - Seller Power of Attorney: Form of power of attorney for perfection actions
4. Schedule 4 - Form of Notice to Debtors: Template for notifying debtors of the assignment
5. Schedule 5 - Conditions Precedent Documents: List of required documentation and conditions
6. Schedule 6 - Purchase Price Calculation: Detailed methodology for calculating the purchase price
7. Schedule 7 - Representations Regarding Receivables: Detailed representations about the receivables
8. Schedule 8 - Form of Compliance Certificate: Template for periodic compliance certification
9. Appendix A - Initial Receivables List: List of receivables included in the initial sale
10. Appendix B - Servicing Procedures: Detailed procedures for servicing the receivables if applicable
Authors
Relevant legal definitions
Accepted Receivables
Account Bank
Additional Purchase Date
Adverse Claim
Agreed Form
Assignment
Available Funds
Business Day
Calculation Date
Collection Account
Collection Period
Collections
Contract
Cut-off Date
Data Protection Laws
Deed of Assignment
Default Interest
Defaulted Receivable
Deferred Purchase Price
Dilution
Dispute
Eligibility Criteria
Eligible Debtor
Eligible Receivable
Encumbrance
Event of Default
Face Amount
Financial Statements
Governmental Authority
Initial Purchase Date
Initial Receivables
Insolvency Event
Invoice
Material Adverse Effect
Maximum Purchase Amount
Notice of Assignment
Notification Event
Offered Receivables
Payment Date
Perfection Requirements
Portfolio
Purchase Date
Purchase Price
Purchased Receivables
Purchaser
Receivables
Receivables Schedule
Related Rights
Relevant Transaction Documents
Reporting Date
Repurchase Event
Repurchase Price
Reserve Account
Seller
Seller Credit and Collection Procedures
Servicer
Servicing Agreement
Settlement Date
Termination Date
Transaction Documents
Transfer Document
True Sale
Underlying Agreement
VAT
Account Bank
Additional Purchase Date
Adverse Claim
Agreed Form
Assignment
Available Funds
Business Day
Calculation Date
Collection Account
Collection Period
Collections
Contract
Cut-off Date
Data Protection Laws
Deed of Assignment
Default Interest
Defaulted Receivable
Deferred Purchase Price
Dilution
Dispute
Eligibility Criteria
Eligible Debtor
Eligible Receivable
Encumbrance
Event of Default
Face Amount
Financial Statements
Governmental Authority
Initial Purchase Date
Initial Receivables
Insolvency Event
Invoice
Material Adverse Effect
Maximum Purchase Amount
Notice of Assignment
Notification Event
Offered Receivables
Payment Date
Perfection Requirements
Portfolio
Purchase Date
Purchase Price
Purchased Receivables
Purchaser
Receivables
Receivables Schedule
Related Rights
Relevant Transaction Documents
Reporting Date
Repurchase Event
Repurchase Price
Reserve Account
Seller
Seller Credit and Collection Procedures
Servicer
Servicing Agreement
Settlement Date
Termination Date
Transaction Documents
Transfer Document
True Sale
Underlying Agreement
VAT
Clauses
Sale and Purchase
Assignment
Payment Terms
Conditions Precedent
Representations and Warranties
Perfection Requirements
Notice Requirements
Servicing
Collections
Repurchase Obligations
True Sale
Security Interest
Events of Default
Remedies
Indemnification
Data Protection
Confidentiality
Further Assurance
Power of Attorney
Set-off
Assignment and Transfer
Amendments
Notices
Severability
Governing Law
Jurisdiction
Force Majeure
Entire Agreement
Counterparts
Costs and Expenses
Term and Termination
Survival
Third Party Rights
Waiver
Calculation and Payment Mechanics
Information Undertakings
Record Keeping
Audit Rights
Assignment
Payment Terms
Conditions Precedent
Representations and Warranties
Perfection Requirements
Notice Requirements
Servicing
Collections
Repurchase Obligations
True Sale
Security Interest
Events of Default
Remedies
Indemnification
Data Protection
Confidentiality
Further Assurance
Power of Attorney
Set-off
Assignment and Transfer
Amendments
Notices
Severability
Governing Law
Jurisdiction
Force Majeure
Entire Agreement
Counterparts
Costs and Expenses
Term and Termination
Survival
Third Party Rights
Waiver
Calculation and Payment Mechanics
Information Undertakings
Record Keeping
Audit Rights
Relevant Industries
Financial Services
Manufacturing
Retail
Healthcare
Technology
Telecommunications
Energy
Utilities
Professional Services
Construction
Automotive
Consumer Goods
Relevant Teams
Legal
Finance
Treasury
Credit Control
Accounts Receivable
Risk Management
Operations
Compliance
Commercial
Business Development
Relevant Roles
Chief Financial Officer
Treasury Manager
Finance Director
Legal Counsel
Corporate Lawyer
Accounts Receivable Manager
Credit Controller
Risk Manager
Commercial Director
Business Development Manager
Operations Manager
Compliance Officer
Financial Controller
Trade Finance Manager
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