Account Receivable Purchase Agreement Template for Philippines

1. Parties: Identifies the seller and purchaser of the receivables, including their complete legal names, registration details, and addresses

2. Background: Explains the context of the agreement, including the seller's business, nature of receivables, and purpose of the purchase arrangement

3. Definitions: Defines key terms used throughout the agreement, including 'Receivables', 'Purchase Price', 'Cut-off Date', etc.

4. Purchase and Sale: Details the core transaction structure, including the assignment of receivables and the true sale nature of the transaction

5. Purchase Price and Payment Terms: Specifies the calculation of purchase price, payment mechanics, and any adjustments or deductions

6. Eligibility Criteria: Sets out the criteria that receivables must meet to be eligible for purchase under the agreement

7. Representations and Warranties: Contains seller's representations regarding their authority, receivables quality, and compliance with laws

8. Covenants: Outlines ongoing obligations of the seller, including information provision and maintaining business practices

9. Servicing Arrangements: Details the collection and administration of receivables post-purchase

10. Events of Default: Lists circumstances constituting default and their consequences

11. Termination: Specifies how and when the agreement can be terminated and the consequences of termination

12. Governing Law and Jurisdiction: Establishes Philippine law as governing law and specifies jurisdiction for disputes

13. Miscellaneous: Contains standard boilerplate provisions including notices, amendments, and severability

1. Schedule 1 - Initial Receivables Portfolio: Detailed list of receivables being purchased at closing, including relevant details such as face value, maturity, and obligor information

2. Schedule 2 - Eligibility Criteria Details: Comprehensive list of criteria for receivables eligibility, including specific thresholds and requirements

3. Schedule 3 - Form of Purchase Notice: Template for notices relating to subsequent purchases of receivables

4. Schedule 4 - Operational Procedures: Detailed procedures for day-to-day operations, including submissions, reporting, and collections

5. Schedule 5 - Purchase Price Calculation: Detailed methodology for calculating purchase price, including any applicable discounts or adjustments

6. Schedule 6 - Form of Servicing Report: Template for periodic servicing reports on collections and portfolio performance

7. Appendix A - Required Documents: List of documents required for each receivable purchase

8. Appendix B - Contact Details: Contact information for key personnel and authorized signatories of both parties