The Receivables Purchase Agreement serves as a critical document in accounts receivable financing and factoring transactions under U.S. law. It is commonly used when businesses seek to monetize their receivables for immediate cash flow or when financial institutions acquire receivables as investments. The agreement must comply with UCC Article 9 and relevant state laws to ensure proper transfer of title and enforceability. Key considerations include true sale characteristics, perfection of security interests, and compliance with federal and state regulatory requirements.

1. Parties: Identification of seller and purchaser of receivables

2. Background: Context of the transaction and nature of receivables being sold

3. Definitions: Key terms used throughout the agreement including Eligible Receivables, Purchase Price, Cut-off Date

4. Purchase and Sale: Core transaction terms including price, transfer mechanics, and true sale provisions

5. Representations and Warranties: Seller's assertions about the receivables, business, and authority to sell

6. Payment Terms: Purchase price calculation, payment mechanics, and timing of payments

7. Covenants: Ongoing obligations of parties including information delivery and maintenance of records

8. Events of Default: Circumstances constituting default and respective remedies

9. Indemnification: Mutual indemnification obligations and procedures

10. Governing Law and Jurisdiction: Choice of law and dispute resolution provisions