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The Master Receivables Purchase Agreement serves as a comprehensive framework for businesses in Nigeria looking to monetize their receivables through ongoing sales to financial institutions. This agreement type is particularly vital in the Nigerian market where working capital optimization and trade finance are crucial for business growth. The document establishes the foundation for multiple receivables purchases over time, detailing the mechanics of offers and acceptances, purchase price calculations, and servicing arrangements. It incorporates specific requirements under Nigerian law, including compliance with Central Bank of Nigeria regulations, Companies and Allied Matters Act 2020, and other relevant financial legislation. The agreement is designed to facilitate efficient receivables financing while ensuring proper risk allocation and regulatory compliance.

1. Parties: Identification of the Seller and Purchaser, including registration details and addresses

2. Background: Context of the agreement, relationship between parties, and general purpose of the receivables purchase arrangement

3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation

4. Sale and Purchase Structure: Framework for the ongoing sale and purchase of receivables, including offer and acceptance mechanism

5. Purchase Price and Payment Terms: Calculation methodology for purchase price, payment mechanics, and timing

6. Eligibility Criteria: Specific criteria that receivables must meet to be eligible for purchase

7. True Sale and Assignment: Provisions ensuring valid transfer of title and perfection of assignment

8. Representations and Warranties: Standard and transaction-specific representations and warranties from both parties

9. Servicing of Receivables: Arrangements for ongoing servicing and collection of receivables

10. Reporting Requirements: Regular reporting obligations of the Seller regarding the receivables

11. Events of Default: Circumstances constituting default and consequences thereof

12. Termination: Termination events and procedures

13. Indemnification: Mutual indemnification provisions and procedures

14. Confidentiality: Protection of confidential information and trade secrets

15. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction provisions

16. Miscellaneous: Standard boilerplate provisions including notices, amendments, and entire agreement