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Receivables Sale Agreement
"I need a Receivables Sale Agreement under Irish law for the sale of trade receivables from our manufacturing business to a bank, with the seller continuing to service the receivables and collect payments from customers."
1. Parties: Identification of the Seller and Purchaser with full legal names and registered addresses
2. Background: Context of the transaction, nature of the receivables, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core terms of the sale including purchase price, payment mechanics, and effective date
5. Conditions Precedent: Conditions that must be satisfied before the sale becomes effective
6. Representations and Warranties: Seller's representations about the receivables and their business
7. Perfection Requirements: Actions required to perfect the sale and transfer of receivables
8. Notice and Acknowledgment: Requirements for notifying debtors and obtaining acknowledgments
9. Covenants: Ongoing obligations of the parties
10. Events of Default: Circumstances constituting default and consequences
11. Indemnification: Indemnity provisions protecting parties against specified losses
12. Confidentiality: Provisions protecting confidential information
13. Data Protection: GDPR compliance and data handling requirements
14. Governing Law and Jurisdiction: Confirmation of Irish law governance and jurisdiction
15. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Servicing Arrangements: Include when the seller will continue to service the receivables post-sale
2. Security Interest: Include when additional security is being granted over the receivables
3. True Sale Provisions: Enhanced provisions when true sale characterization is crucial
4. Credit Enhancement: Include when there are guarantees or other credit enhancement features
5. Multiple Sale Mechanics: Include for agreements allowing multiple sales over time
6. Regulatory Compliance: Include specific provisions when receivables are regulated assets
7. Back-up Servicing: Include when a back-up servicer is appointed
8. Purchase Price Adjustments: Include when price adjustments may be needed post-sale
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 notices to be sent to debtors
4. Schedule 4 - Form of Assignment: Legal form of assignment document
5. Schedule 5 - Conditions Precedent Documents: List of required documents and conditions
6. Schedule 6 - Servicing Requirements: Detailed servicing obligations if applicable
7. Schedule 7 - Purchase Price Calculation: Methodology for calculating the purchase price
8. Schedule 8 - Form of Compliance Certificate: Template for ongoing compliance certification
9. Appendix A - Key Contact Information: Contact details for notices and operational matters
Authors
Financial Services
Banking
Manufacturing
Wholesale Distribution
Retail
Technology
Healthcare
Construction
Professional Services
Telecommunications
Energy
Utilities
Legal
Finance
Treasury
Accounts Receivable
Credit Control
Risk Management
Compliance
Operations
Corporate Finance
Commercial
Chief Financial Officer
Finance Director
Treasury Manager
Accounts Receivable Manager
Credit Controller
Legal Counsel
Commercial Director
Risk Manager
Compliance Officer
Operations Director
Financial Controller
Business Development Manager
Contract Manager
Corporate Finance Manager
Transaction Manager
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