The Receivables Sale Agreement is essential for businesses seeking to monetize their accounts receivable through sale or factoring. This document, governed by U.S. law, enables companies to improve cash flow by selling their receivables to financial institutions or other purchasers. It provides a comprehensive framework for the transfer, including purchase price calculations, representations about the quality of receivables, and ongoing servicing arrangements. The agreement must comply with UCC Article 9 requirements and often includes provisions to ensure the transfer qualifies as a true sale rather than a secured financing.
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1. Parties: Identification of seller and purchaser of receivables
2. Background: Context of the sale and nature of receivables being sold
3. Definitions: Key terms including 'Receivables', 'Purchase Price', 'Cut-off Date', 'Collection Period'
4. Sale and Purchase: Core terms of sale, including true sale language and consideration
5. Representations and Warranties: Seller's representations regarding receivables and authority to sell
6. Purchase Price and Payment: Pricing mechanism and payment terms
7. Collections and Servicing: Process for collecting and managing receivables post-sale
1. Recourse Provisions: Terms for repurchase of defaulted receivables - used when partial recourse is required by purchaser
2. Security Interest: Back-up security interest provisions - used when true sale characterization might be challenged
3. Data Protection: Privacy and data security requirements - used when personal data is involved in receivables
1. Schedule of Receivables: Detailed list of receivables being sold
2. Eligibility Criteria: Criteria for receivables to qualify for sale
3. Form of Transfer Notice: Standard form for notification of transfer to debtors
4. Servicing Procedures: Detailed procedures for collection and management
5. Purchase Price Calculation: Formula and methodology for calculating purchase price
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