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Receivables Sale Agreement
"I need a German law Receivables Sale Agreement for the sale of trade receivables from my manufacturing company to ABC Bank GmbH, with the first transfer scheduled for March 1, 2025, including ongoing servicing arrangements where we continue to collect the receivables."
1. Parties: Identification of the seller and purchaser with full legal details as required under German law
2. Background: Context of the transaction and brief description of the receivables being sold
3. Definitions and Interpretation: Defined terms and interpretation rules, including German law-specific concepts
4. Sale and Purchase: Core provisions regarding the sale and assignment of receivables, including mechanics compliant with §398 BGB
5. Purchase Price and Payment: Purchase price calculation, payment terms, and adjustment mechanisms
6. Conditions Precedent: Requirements to be satisfied before completion of the sale
7. Completion: Mechanics and timing of the completion process, including documentation requirements
8. Representations and Warranties: Seller's and purchaser's representations, including specific German law requirements
9. Undertakings: Ongoing obligations of the parties post-completion
10. Tax Provisions: VAT and other tax-related provisions specific to German receivables sales
11. Notices: Communication requirements and contact details
12. Confidentiality: Confidentiality obligations and permitted disclosures
13. Data Protection: GDPR and BDSG compliance provisions
14. Governing Law and Jurisdiction: German law as governing law and jurisdiction provisions
1. Security Arrangements: Additional security or collateral arrangements, used when additional security is required
2. Servicing Provisions: Terms for ongoing servicing of the receivables, used when the seller continues to service the receivables
3. Credit Insurance: Provisions regarding credit insurance arrangements, used when receivables are insured
4. True Sale Provisions: Enhanced true sale provisions, particularly important for securitization transactions
5. Bank Account Arrangements: Specific provisions for handling collections accounts, used when complex payment arrangements are required
6. Transfer of Related Rights: Provisions for transferring related security rights and guarantees, used when receivables have associated security
7. Sub-Participation: Alternative structure provisions, used when direct assignment is not preferred
8. regulatory Compliance: Additional regulatory provisions, required when parties are regulated entities
1. Schedule 1 - Receivables List: Detailed list and description of the receivables being sold
2. Schedule 2 - Eligibility Criteria: Criteria that receivables must meet to be eligible for sale
3. Schedule 3 - Form of Transfer Notice: Template for formal transfer notices under German law
4. Schedule 4 - Completion Documents: List and forms of required completion documents
5. Schedule 5 - Purchase Price Calculation: Detailed methodology for calculating the purchase price
6. Schedule 6 - Form of Notification to Debtors: Template for notifying debtors of the assignment where required
7. Appendix 1 - Existing Security Rights: Details of any existing security rights attached to the receivables
8. Appendix 2 - Data Protection Procedures: Detailed procedures for handling personal data in compliance with GDPR
Authors
Banking and Financial Services
Manufacturing
Retail
Wholesale Trade
Technology
Healthcare
Construction
Automotive
Energy
Telecommunications
Professional Services
Transportation and Logistics
Legal
Finance
Treasury
Credit Control
Accounts Receivable
Risk Management
Compliance
Operations
Commercial
Business Development
Tax
Accounting
Chief Financial Officer
Treasury Manager
Finance Director
Legal Counsel
Corporate Lawyer
Accounts Receivable Manager
Credit Controller
Risk Manager
Transaction Manager
Structured Finance Manager
Working Capital Manager
Financial Controller
Commercial Director
Business Development Manager
Compliance Officer
Operations Manager
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