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Receivables Purchase Agreement
1. Parties: Identification of the Seller and Purchaser, including registration details
2. Background: Context of the agreement and commercial rationale
3. Definitions and Interpretation: Defined terms, interpretation rules, and construction principles
4. Sale and Purchase: Core provisions regarding the sale and purchase of receivables, including transfer mechanism
5. Purchase Price and Payment: Calculation of purchase price, payment mechanics, and timing
6. Eligibility Criteria: Criteria that receivables must meet to be eligible for purchase
7. Representations and Warranties: Seller's and Purchaser's representations and warranties
8. Perfection Requirements: Requirements for ensuring valid transfer of receivables under Danish law
9. Servicing and Collections: Arrangements for servicing the receivables and collecting payments
10. Information and Reporting: Reporting obligations and information sharing requirements
11. Indemnities: Indemnification obligations of the parties
12. Term and Termination: Duration of agreement and termination rights
13. Confidentiality: Confidentiality obligations and permitted disclosures
14. Notices: Process for giving notices under the agreement
15. Governing Law and Jurisdiction: Danish law as governing law and jurisdiction provisions
1. Credit Insurance: Required if receivables are credit insured, covering insurance arrangements and claims
2. Security Interest: Include if additional security is provided for the sold receivables
3. Data Protection: Required if personal data is involved, especially for consumer receivables
4. True Sale Provisions: Enhanced provisions needed if bankruptcy remoteness is critical
5. Currency Provisions: Required if receivables are in multiple currencies
6. Electronic Invoicing: Include if electronic invoicing systems are used
7. Bank Accounts: Detailed provisions if specific account structures are required
8. Parent Company Guarantee: Include if seller's obligations are guaranteed by a parent company
1. Form of Transfer Notice: Template for notices of transfer of receivables
2. Eligibility Criteria Details: Detailed list of eligibility criteria and testing procedures
3. Form of Servicer Report: Template for periodic servicer reports
4. Excluded Debtors: List of debtors whose receivables are excluded from the agreement
5. Operating Procedures: Detailed procedures for day-to-day operation of the purchase program
6. Pricing Schedule: Detailed pricing calculations and mechanisms
7. Form of Debtor Notification: Template for notifying debtors of the assignment
8. Required Documents: List of documents required for each receivable purchase
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