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Account Purchase Agreement Template for Canada

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Key Requirements PROMPT example:

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."

Document background
The Account Purchase Agreement serves as a vital financial instrument in Canadian business operations, enabling companies to improve their working capital position by selling their accounts receivable. This document is typically used when a business seeks to accelerate its cash flow without traditional debt financing, or when it wants to transfer the credit risk of its receivables to another party. The agreement must comply with Canadian federal legislation and provincial regulations, particularly regarding security interests, privacy, and financial transactions. It includes detailed provisions for account eligibility, purchase price calculations, representations and warranties, and operational procedures. The document is particularly relevant in situations where businesses have substantial accounts receivable portfolios and seek efficient financing solutions. It can be structured for either single transactions or ongoing purchase arrangements, with variations possible depending on the industry sector and specific business needs.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

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

Relevant legal definitions








































Clauses








































Relevant Industries

Manufacturing

Wholesale Distribution

Construction

Professional Services

Technology

Healthcare

Transportation and Logistics

Industrial Services

Retail

Energy

Telecommunications

Agriculture

Relevant Teams

Finance

Legal

Treasury

Accounts Receivable

Credit Control

Operations

Risk Management

Compliance

Commercial

Business Development

Relevant Roles

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

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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