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Receivables Purchase Agreement for United Arab Emirates

Receivables Purchase Agreement Template for United Arab Emirates

A comprehensive legal agreement governed by UAE law that facilitates the sale and transfer of accounts receivable from a seller to a purchaser. The document encompasses key UAE legal requirements including Civil Code and Commercial Transactions Law provisions, addressing both conventional and Islamic finance structures where applicable. It details the terms of purchase, pricing mechanisms, representations and warranties, servicing arrangements, and remedies, while ensuring compliance with UAE regulatory requirements regarding assignments and notice provisions.

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What is a Receivables Purchase Agreement?

The Receivables Purchase Agreement is a critical document used in UAE trade finance and working capital solutions, enabling businesses to monetize their accounts receivable. It provides a legal framework for companies to sell their receivables to financial institutions or factoring companies, improving their working capital position while transferring collection rights to the purchaser. The agreement must comply with UAE Civil Code (Federal Law No. 5 of 1985) and Commercial Transactions Law (Federal Law No. 18 of 1993) requirements regarding assignments, and may need to incorporate Islamic finance principles depending on the transaction structure. It's particularly valuable for businesses seeking to optimize their balance sheet and manage cash flow efficiently within the UAE legal framework.

What sections should be included in a Receivables Purchase Agreement?

1. Parties: Identification of the Seller and Purchaser, including registration details as required by UAE law

2. Background: Context of the transaction, relationship between parties, and purpose of the agreement

3. Definitions: Defined terms including Receivables, Purchase Price, Obligors, and other key terms

4. Sale and Purchase: Core provisions regarding the sale and purchase of receivables, including assignment mechanics

5. Purchase Price and Payment: Calculation and payment of purchase price, including any discounting methodology

6. Conditions Precedent: Required documents and conditions before purchases can commence

7. Representations and Warranties: Standard and transaction-specific representations by the Seller regarding the receivables and its business

8. Perfection and Notice Requirements: Requirements for legally perfecting the sale and notifying obligors

9. Servicing and Collections: Arrangements for collecting receivables and managing obligor relationships

10. Recourse and Repurchase: Circumstances where Seller must repurchase receivables or provide recourse

11. Covenants: Ongoing obligations of the Seller regarding its business and the receivables

12. Events of Default: Circumstances constituting default and consequences

13. Confidentiality: Protection of confidential information and trade secrets

14. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions

15. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability

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

1. Islamic Finance Provisions: Required if transaction needs to be Shariah-compliant, including relevant structure and principles

2. Security Arrangements: Include if additional security or guarantees are provided

3. Ongoing Purchase Facility: Required for revolving facilities vs one-off purchases, including offer/acceptance mechanics

4. Data Protection: Required if personal data is involved in the receivables

5. Currency Provisions: Include if receivables are in multiple currencies

6. Insurance: Required if credit insurance is part of the structure

7. VAT and Tax: Detailed tax provisions if complex tax implications exist

8. Electronic Platform: Include if an electronic platform is used for receivables submission/management

What schedules should be included in a Receivables Purchase Agreement?

1. Schedule 1 - Receivables List: Detailed list/criteria of receivables being purchased

2. Schedule 2 - Eligibility Criteria: Criteria for receivables to be eligible for purchase

3. Schedule 3 - Forms: Standard forms including Offer Notice, Acceptance Notice, and Assignment Notice

4. Schedule 4 - Conditions Precedent Documents: List of required documents and conditions

5. Schedule 5 - Purchase Price Calculation: Detailed methodology for calculating purchase price and discount

6. Schedule 6 - Representations and Warranties: Detailed representations and warranties regarding receivables

7. Schedule 7 - Notice of Assignment: Form of notice to be sent to obligors

8. Appendix 1 - Seller Information: Detailed information about the Seller and its business

9. Appendix 2 - Collection Account Details: Details of accounts for receiving collections

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions


























































Clauses











































Relevant Industries

Banking and Financial Services

Manufacturing

Trading and Distribution

Supply Chain and Logistics

Construction

Healthcare

Retail

Technology

Energy and Utilities

Professional Services

Relevant Teams

Legal

Finance

Treasury

Risk Management

Commercial

Credit

Operations

Compliance

Islamic Banking

Trade Finance

Portfolio Management

Transaction Banking

Relevant Roles

Chief Financial Officer

Treasury Manager

Finance Director

Legal Counsel

Commercial Director

Credit Manager

Accounts Receivable Manager

Risk Manager

Trade Finance Manager

Islamic Finance Specialist

Compliance Officer

Operations Manager

Portfolio Manager

Relationship Manager

Transaction Banking Officer

Industries







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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