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The Master Receivables Purchase Agreement (MRPA) is a sophisticated financial instrument used in India when a business wishes to monetize its receivables through multiple sales over time. This agreement is particularly relevant for companies seeking to improve their working capital position or establish ongoing funding arrangements. The MRPA provides a comprehensive framework that governs all future receivables purchases, eliminating the need for separate agreements for each transaction. It must comply with Indian legal requirements, including the Transfer of Property Act, banking regulations, and stamp duty laws. The document typically includes detailed provisions for purchase mechanics, eligibility criteria, representations and warranties, servicing arrangements, and security provisions. It's commonly used in factoring arrangements, supply chain finance programs, and other receivables-based financing structures in the Indian market.

1. Parties: Identification of seller and purchaser, including registration details as per Indian law

2. Background: Context of the agreement, business relationship, and purpose of the receivables purchase arrangement

3. Definitions and Interpretation: Comprehensive definitions including Eligible Receivables, Purchase Price, Cut-off Date, and interpretation clauses

4. Purchase Mechanism: Framework for offers and acceptances of receivables purchases, including pricing mechanism and eligibility criteria

5. Conditions Precedent: Conditions to be satisfied before first purchase and ongoing purchases

6. Seller's Representations and Warranties: Comprehensive representations about seller's capacity, receivables quality, and compliance with laws

7. Purchaser's Representations and Warranties: Basic representations about purchaser's capacity and authority

8. Transfer and Assignment: Legal mechanics of transfer, including compliance with Transfer of Property Act and registration requirements

9. Purchase Price and Payment: Calculation methodology, adjustments, and payment mechanics

10. Taxes and Stamp Duty: Allocation of tax liabilities, GST implications, and stamp duty responsibilities

11. Covenants: Ongoing obligations of seller including information provision and maintenance of records

12. Events of Default: List of defaults and consequences

13. Termination: Termination events and process

14. Governing Law and Jurisdiction: Indian law as governing law and jurisdiction clause

15. Notices: Communication mechanics between parties

16. Miscellaneous: Standard boilerplate provisions including amendments, waivers, and severability