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Rec Purchase Agreement Template for England and Wales

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Key Requirements PROMPT example:

Rec Purchase Agreement

"Need a Rec Purchase Agreement for our manufacturing company to sell €5 million worth of trade receivables to Bank XYZ, with the seller continuing to act as servicer and including credit enhancement provisions through a 10% first loss piece."

Document background
The Rec Purchase Agreement is commonly used in trade finance, factoring, and securitization transactions under English and Welsh law. It enables businesses to monetize their receivables by selling them to financial institutions or other buyers, thereby improving working capital and cash flow. The agreement typically covers both existing and future receivables, establishing the framework for ongoing purchases, and includes crucial elements such as eligibility criteria, purchase price calculations, and representations about the quality and enforceability of the receivables. This document is particularly important in structured finance transactions and must comply with English law requirements for valid assignments.
Suggested Sections

1. Parties: Identification of buyer and seller of receivables

2. Background: Context of the transaction and relationship between parties

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core terms of the receivables transfer

5. Purchase Price: Calculation and payment terms

6. Representations and Warranties: Seller's assurances about receivables and business

7. Covenants: Ongoing obligations of parties

8. Termination: Circumstances and process for ending the agreement

9. Governing Law and Jurisdiction: Legal framework and dispute resolution mechanisms

Optional Sections

1. Security Provisions: Additional security arrangements when required for the transaction

2. Servicing Arrangements: Terms for ongoing management of receivables when seller continues to service them

3. Credit Enhancement: Additional credit support mechanisms when credit enhancement is required

4. True Sale Provisions: Specific provisions to ensure transaction qualifies as a true sale

Suggested Schedules

1. Form of Transfer Notice: Standard form for notifying receivables transfers

2. Eligibility Criteria: Criteria for receivables to be included in purchase

3. Form of Servicing Report: Template for periodic reporting on receivables performance

4. List of Receivables: Detailed inventory of purchased receivables

5. Calculation of Purchase Price: Detailed methodology for price calculation

6. Notice Requirements: Forms and procedures for various notices required under the agreement

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

Relevant legal definitions




































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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Law of Property Act 1925: Key legislation governing the assignment of receivables and requirements for legal assignments in England and Wales

Contracts (Rights of Third Parties) Act 1999: Legislation governing third-party rights and enforceability in contractual arrangements

Financial Services and Markets Act 2000: Primary legislation for financial services regulation, relevant if the receivables involve regulated activities

Consumer Credit Act 1974: Legislation protecting consumers in credit arrangements, applicable if underlying receivables involve consumer credit

Sale of Goods Act 1979: Legislation governing sale of goods, relevant if the underlying receivables relate to sale of goods transactions

FCA Regulations: Financial Conduct Authority regulatory framework applicable if either party is FCA regulated

UK GDPR and Data Protection Act 2018: Data protection legislation governing the handling of personal data in receivables transactions

Companies Act 2006: Primary legislation governing corporate entities, relevant for corporate capacity and authority

Insolvency Act 1986: Legislation governing insolvency proceedings and clawback risks in receivables transactions

Bills of Exchange Act 1882: Legislation governing bills of exchange and other negotiable instruments that may be included in receivables

Supply of Goods and Services Act 1982: Legislation governing service contracts, relevant if underlying receivables involve service provision

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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