Receivables Sale Agreement for the United States

Receivables Sale Agreement Template for United States

A Receivables Sale Agreement is a legal contract governed by U.S. law that documents the transfer of accounts receivable from a seller to a purchaser. The agreement is structured under Article 9 of the UCC and includes provisions for the sale price, representations and warranties, servicing arrangements, and true sale opinions. It typically involves detailed schedules of the receivables being sold and may include provisions for ongoing sales of future receivables.

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What is a Receivables Sale Agreement?

The Receivables Sale Agreement is essential for businesses seeking to monetize their accounts receivable through sale or factoring. This document, governed by U.S. law, enables companies to improve cash flow by selling their receivables to financial institutions or other purchasers. It provides a comprehensive framework for the transfer, including purchase price calculations, representations about the quality of receivables, and ongoing servicing arrangements. The agreement must comply with UCC Article 9 requirements and often includes provisions to ensure the transfer qualifies as a true sale rather than a secured financing.

What sections should be included in a Receivables Sale Agreement?

1. Parties: Identification of seller and purchaser of receivables

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

3. Definitions: Key terms including 'Receivables', 'Purchase Price', 'Cut-off Date', 'Collection Period'

4. Sale and Purchase: Core terms of sale, including true sale language and consideration

5. Representations and Warranties: Seller's representations regarding receivables and authority to sell

6. Purchase Price and Payment: Pricing mechanism and payment terms

7. Collections and Servicing: Process for collecting and managing receivables post-sale

What sections are optional to include in a Receivables Sale Agreement?

1. Recourse Provisions: Terms for repurchase of defaulted receivables - used when partial recourse is required by purchaser

2. Security Interest: Back-up security interest provisions - used when true sale characterization might be challenged

3. Data Protection: Privacy and data security requirements - used when personal data is involved in receivables

What schedules should be included in a Receivables Sale Agreement?

1. Schedule of Receivables: Detailed list of receivables being sold

2. Eligibility Criteria: Criteria for receivables to qualify for sale

3. Form of Transfer Notice: Standard form for notification of transfer to debtors

4. Servicing Procedures: Detailed procedures for collection and management

5. Purchase Price Calculation: Formula and methodology for calculating purchase price

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

United States

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Industries

Uniform Commercial Code (UCC): Primary state law governing commercial transactions, particularly Article 9 (Secured Transactions), Article 2 (Sales), and Article 3 (Negotiable Instruments)

Federal Assignment of Claims Act: Federal law governing the assignment of claims against the United States government

Truth in Lending Act: Federal law requiring disclosure of consumer credit terms and protecting consumers in credit transactions, relevant if consumer receivables are involved

Fair Debt Collection Practices Act: Federal law that limits the behavior and actions of debt collectors who are attempting to collect debts on behalf of another person or entity

Federal Trade Commission Act: Federal law prohibiting unfair or deceptive acts or practices in commerce

Securities Laws: Including Securities Act of 1933, Securities Exchange Act of 1934, and Dodd-Frank Act, particularly relevant if securitization is involved

Bankruptcy Code: Federal law governing bankruptcy proceedings, particularly provisions regarding true sale versus secured financing and bankruptcy remoteness considerations

State-Specific Laws: Including state UCC variations, state usury laws, state consumer protection laws, and state licensing requirements

Tax Regulations: Internal Revenue Code provisions and state tax implications affecting the sale of receivables

Privacy Laws: Including Gramm-Leach-Bliley Act, state privacy laws, and GDPR if applicable, governing the handling of personal and financial information

Industry-Specific Regulations: Specialized regulations such as HIPAA for medical receivables, banking regulations, and insurance regulations depending on the nature of the receivables

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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