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Receivables Purchase Agreement
"Need a Receivables Purchase Agreement for my manufacturing company to sell $5M worth of trade receivables to ABC Bank Ltd, with the seller continuing to act as servicer for collections and including a 90% advance rate on the purchase price."
1. Parties: Identification of seller and purchaser of receivables
2. Background: Context of the transaction and existing relationships
3. Definitions: Key terms used throughout the agreement including defined terms for Receivables, Purchase Price, Cut-off Date, etc.
4. Sale and Purchase: Core terms of the receivables purchase including transfer mechanism and scope
5. Purchase Price: Pricing mechanism, payment terms, and calculation methodology
6. Conditions Precedent: Requirements to be satisfied before completion including due diligence and documentation
7. Representations and Warranties: Statements of fact and assurances by parties regarding capacity, authority, and receivables quality
8. Perfection Requirements: Steps required to perfect the assignment including notices and registrations
9. Governing Law and Jurisdiction: Choice of Singapore law and jurisdiction for dispute resolution
1. Security Arrangements: Additional security provisions where collateral or other security is required
2. Servicing Arrangements: Terms for ongoing collection and management of receivables where seller continues as servicer
3. Buy-Back Provisions: Terms for repurchase of receivables in case of breach or other specified events
4. Credit Enhancement: Additional credit support mechanisms such as reserves or overcollateralization
1. Schedule of Receivables: Detailed list of receivables being purchased including relevant details and outstanding amounts
2. Eligibility Criteria: Specific criteria that receivables must meet to be eligible for purchase
3. Form of Transfer Notice: Template for notices to be sent to debtors informing them of the assignment
4. Form of Assignment: Template for formal assignment documentation required under Singapore law
5. Pricing Schedule: Detailed pricing calculations, formulae and adjustment mechanisms
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