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Account Purchase Agreement
"I need an Account Purchase Agreement for my manufacturing company to sell our accounts receivable to ABC Financial Ltd, with a maximum facility of $5 million and including specific provisions for international customers in the US and Mexico."
1. Parties: Identification of the seller and purchaser of the accounts, including full legal names and addresses
2. Background: Context of the agreement, nature of the seller's business, and general purpose of the transaction
3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Eligible Accounts', 'Purchase Price', and 'Receivables'
4. Purchase and Sale: Core transaction terms including the agreement to purchase/sell accounts and the transfer mechanism
5. Purchase Price and Payment: Calculation method for purchase price, payment terms, and any adjustments
6. Representations and Warranties: Seller's representations regarding ownership, validity of accounts, and absence of encumbrances
7. Covenants: Ongoing obligations of both parties, including information provision and maintenance of records
8. Administration and Collection: Process for managing and collecting the purchased accounts
9. Indemnification: Parties' indemnification obligations and process for claims
10. Term and Termination: Duration of agreement and circumstances allowing termination
11. General Provisions: Standard legal provisions including notices, amendments, and governing law
1. Security Interest: Required if additional security is being granted beyond the purchased accounts
2. Credit Insurance: Include when accounts are or must be covered by credit insurance
3. Reserve Account: Needed when a reserve mechanism is used to secure performance or adjustments
4. Cross-Border Provisions: Required when accounts involve international debtors
5. Electronic Records and Signatures: Include when parties will use electronic documentation systems
6. Subordination: Required when there are other creditors requiring intercreditor arrangements
7. Recourse Provisions: Include when the purchase is with recourse to the seller
1. Schedule A - Eligibility Criteria: Detailed criteria for accounts that can be purchased under the agreement
2. Schedule B - Purchase Price Calculation: Formula and methodology for calculating the purchase price
3. Schedule C - Excluded Accounts: List of account types or specific accounts excluded from the purchase
4. Schedule D - Form of Purchase Request: Standard form for requesting purchase of specific accounts
5. Schedule E - Servicing Requirements: Detailed procedures for administration and collection of accounts
6. Schedule F - Required Reports: Forms and timing of required reporting on account status and collections
7. Appendix 1 - Debtor Notice Form: Standard form of notice to be sent to account debtors
8. Appendix 2 - Compliance Certificate: Form of periodic compliance certification by seller
Authors
Manufacturing
Wholesale Distribution
Construction
Professional Services
Technology
Healthcare
Transportation and Logistics
Industrial Services
Retail
Energy
Telecommunications
Agriculture
Finance
Legal
Treasury
Accounts Receivable
Credit Control
Operations
Risk Management
Compliance
Commercial
Business Development
Chief Financial Officer
Finance Director
Treasury Manager
Accounts Receivable Manager
Credit Manager
Financial Controller
Legal Counsel
Commercial Director
Risk Manager
Operations Manager
Collections Manager
Account Manager
Business Development Manager
Compliance Officer
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