The Receivables Transfer Agreement serves as a crucial document in commercial financing transactions, enabling businesses to monetize their accounts receivable. This agreement type is particularly relevant in the United States, where it must comply with UCC Article 9 and various federal regulations. It's commonly used when companies need to improve cash flow, reduce credit risk, or participate in securitization programs. The agreement typically includes detailed provisions about the transferred receivables, purchase price calculations, representations about the quality of the receivables, and ongoing servicing arrangements.
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1. Parties: Identification of transferor and transferee, including full legal names and addresses
2. Background: Context of the transfer and existing commercial relationship between the parties
3. Definitions: Key terms including Receivables, Transfer Date, Purchase Price, Cut-off Date, and other relevant definitions
4. Transfer and Assignment: Core provisions regarding the absolute transfer and assignment of receivables, including timing and effectiveness
5. Purchase Price and Payment: Consideration, calculation methodology, payment mechanisms, and timing of payments
6. Representations and Warranties: Standard assurances regarding receivables, authority to transfer, and other key warranties
7. Covenants: Ongoing obligations of both parties, including notification requirements and documentation
8. Indemnification: Provisions for compensation in case of breach or third-party claims
9. Governing Law: Applicable law, jurisdiction, and dispute resolution mechanisms
1. True Sale Provisions: Additional provisions to ensure bankruptcy remoteness and true sale characterization, typically used in securitization transactions
2. Servicing Arrangements: Details of ongoing collection services and administration when transferor continues to service the receivables
3. Data Protection: Privacy and data security provisions for handling personal information of debtors
4. Further Assurance: Provisions requiring parties to take additional steps to perfect the transfer if needed
5. Anti-Money Laundering: Provisions relating to AML compliance and checks when required by applicable regulations
1. Schedule of Receivables: Detailed list of transferred receivables including relevant details such as face value, maturity, and debtor information
2. Form of Transfer Notice: Template for notifying debtors of the transfer of receivables
3. Purchase Price Calculation: Detailed methodology for calculating the purchase price including any adjustments or deductions
4. Eligibility Criteria: Specific criteria that receivables must meet to be eligible for transfer
5. Form of Assignment: Template document for executing the transfer of individual receivables or batches
Accounts
Agreement
Applicable Law
Assignment
Business Day
Closing Date
Collection Period
Collections
Cut-off Date
Default
Defaulted Receivable
Effective Date
Eligibility Criteria
Eligible Receivables
Encumbrance
Event of Default
Governing Law
Indemnified Parties
Material Adverse Effect
Obligor
Purchase Price
Purchased Receivables
Receivables
Related Rights
Related Security
Servicer
Servicing Agreement
Transfer
Transfer Date
Transferee
Transferor
True Sale
UCC
Underlying Contract
Assignment and Transfer
Purchase Price
Payment Terms
Representations and Warranties
Covenants
True Sale Provisions
Notice Requirements
Perfection Requirements
Servicing Arrangements
Collections
Indemnification
Further Assurance
Confidentiality
Data Protection
Set-off Rights
Governing Law
Dispute Resolution
Force Majeure
Termination
Amendment and Waiver
Entire Agreement
Severability
Notices
Counterparts
Assignment Rights
No Third-Party Rights
Costs and Expenses
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