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Master Receivables Purchase Agreement Template for England and Wales

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Key Requirements PROMPT example:

Master Receivables Purchase Agreement

"Need a Master Receivables Purchase Agreement for a manufacturing company selling its trade receivables to a bank, with monthly purchases expected to be around £5 million, starting from March 2025, with special provisions for cross-border receivables from EU customers."

Document background
The Master Receivables Purchase Agreement is designed for situations where a business wishes to monetize its receivables through multiple sales over time. This English and Welsh law agreement provides a efficient structure for recurring receivables sales, eliminating the need for separate sale agreements for each transaction. It typically includes comprehensive provisions covering eligibility criteria, purchase price calculations, representations and warranties, and ongoing servicing arrangements. The agreement is particularly useful for businesses seeking to improve working capital management or establish securitization programs.
Suggested Sections

1. Parties: Identification and details of the seller and purchaser of the receivables

2. Background: Context of the agreement, commercial purpose, and brief description of the transaction structure

3. Definitions: Key terms and definitions used throughout the agreement

4. Sale and Purchase: Core provisions regarding the sale of receivables, including transfer mechanism and timing

5. Purchase Price: Calculation methodology, payment terms, and adjustment mechanisms for the purchase price

6. Representations and Warranties: Seller's assurances about receivables, business operations, and compliance with laws

7. Perfection Requirements: Steps required to perfect the sale, including notices and registrations

8. Servicing Provisions: Administration and collection of receivables post-sale, including reporting requirements

Optional Sections

1. Security Provisions: Additional security arrangements and enforcement mechanisms when extra protection is required

2. Data Protection: Specific provisions for handling personal data associated with the receivables

3. Credit Enhancement: Additional credit support mechanisms such as reserves or overcollateralization

Suggested Schedules

1. Eligibility Criteria: Detailed criteria that receivables must meet to be eligible for purchase

2. Form of Transfer Notice: Standard form for notifying the transfer of receivables

3. Form of Assignment: Template for legal assignment documentation

4. Servicing Requirements: Detailed procedures for servicing, collecting, and reporting on the receivables

5. Purchase Price Calculation: Detailed methodology and formulas for calculating the purchase price

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries
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Industries

Sale of Goods Act 1979: Primary legislation governing transfer of title and ownership rights in the sale of goods, crucial for establishing the legal framework for transferring receivables

Law of Property Act 1925: Fundamental legislation concerning the assignment of receivables and property rights, particularly relevant for the legal mechanism of transferring receivables

Contracts (Rights of Third Parties) Act 1999: Legislation governing how third parties may enforce terms of a contract, important for receivables involving multiple parties

Consumer Credit Act 1974: Regulatory framework for consumer credit agreements, applicable if any of the receivables involve consumer debt

Financial Services and Markets Act 2000: Primary legislation establishing the regulatory framework for financial services in the UK, including oversight of receivables trading

Financial Collateral Arrangements (No 2) Regulations 2003: Regulations governing the use of financial collateral, relevant if receivables are used as security

Financial Services and Markets Act 2000 (Regulated Activities) Order 2001: Statutory instrument defining regulated activities, including aspects of debt purchasing and receivables trading

Insolvency Act 1986: Key legislation governing insolvency proceedings and protection of assets, crucial for protecting receivables in case of insolvency

Enterprise Act 2002: Legislation modifying the insolvency regime and affecting how receivables are treated in corporate insolvency

UK GDPR and Data Protection Act 2018: Legal framework for handling personal data, essential for managing personal information associated with receivables

Money Laundering Regulations 2017: Regulations establishing KYC and due diligence requirements for financial transactions, including receivables trading

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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