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1. Parties: Identification of the Seller and Purchaser
2. Background: Context of the transaction and brief description of the receivables being sold
3. Definitions and Interpretation: Defined terms and interpretation rules
4. Sale and Purchase: Core terms of the sale including purchase price, payment mechanics, and transfer provisions
5. Conditions Precedent: Requirements to be satisfied before the agreement becomes effective
6. Representations and Warranties: Seller's representations about the receivables and both parties' standard corporate representations
7. Perfection Requirements: Actions required to perfect the transfer of receivables
8. Notice and Acknowledgment: Requirements for notifying debtors of the transfer
9. Enforcement: Rights and procedures for enforcing the purchased receivables
10. Indemnities: Indemnification obligations of both parties
11. Confidentiality: Provisions protecting confidential information and data protection compliance
12. Tax: Tax treatment and obligations related to the sale
13. Miscellaneous: Standard boilerplate provisions including notices, amendments, governing law
14. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction provisions
1. Ongoing Purchase Mechanism: Required for revolving facilities where multiple purchases will occur over time
2. Eligibility Criteria: Include when there are specific criteria for receivables that can be purchased
3. Servicing Provisions: Required if the seller will continue to service the receivables post-sale
4. Security Provisions: Include when security is being granted over the receivables or related rights
5. Credit Enhancement: Include when there are guarantees, overcollateralization or other credit enhancement features
6. True Sale Provisions: Enhanced provisions when bankruptcy remoteness is crucial
7. Buy-Back Obligations: Include when the seller may be required to repurchase receivables in certain circumstances
8. Collections Account Arrangements: Required when specific collection account mechanics need to be established
1. Schedule 1 - Receivables List: Detailed list and description of the receivables being purchased
2. Schedule 2 - Eligibility Criteria: Detailed criteria for eligible receivables
3. Schedule 3 - Form of Transfer Notice: Template for notices of transfer to be sent to debtors
4. Schedule 4 - Conditions Precedent Documents: List of required closing documents and conditions
5. Schedule 5 - Form of Purchase Notice: Template for ongoing purchase notices (if applicable)
6. Schedule 6 - Servicing Requirements: Detailed servicing obligations and procedures (if applicable)
7. Schedule 7 - Form of Compliance Certificate: Template for periodic compliance certification
8. Schedule 8 - Operating Procedures: Detailed procedures for day-to-day operation of the purchase facility
9. Appendix 1 - Calculation of Purchase Price: Detailed methodology for calculating the purchase price
10. Appendix 2 - Form of Reports: Templates for required reporting
Banking
Financial Services
Manufacturing
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Healthcare
Technology
Telecommunications
Energy
Construction
Professional Services
Logistics
E-commerce
Real Estate
Insurance
Legal
Finance
Treasury
Credit Management
Accounts Receivable
Risk Management
Compliance
Operations
Portfolio Management
Structured Finance
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Chief Financial Officer
Treasury Manager
Finance Director
Legal Counsel
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Credit Manager
Accounts Receivable Manager
Risk Manager
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Operations Director
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Structured Finance Manager
Transaction Manager
Corporate Finance Manager
Financial Controller
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