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Receivable Purchase Agreement Template for Singapore

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Key Requirements PROMPT example:

Receivable Purchase Agreement

"Need a Receivable Purchase Agreement under Singapore law for our tech company to sell $5M worth of subscription-based receivables to DBS Bank, with monthly servicing arrangements where we continue to collect payments from customers."

Document background
A Receivable Purchase Agreement is commonly used in Singapore's financial markets when businesses seek to monetize their receivables for immediate working capital. This document, governed by Singapore law, establishes the framework for selling accounts receivable to financial institutions or special purpose vehicles. The agreement includes crucial elements such as purchase price mechanisms, representations about the quality of receivables, and compliance with Singapore's assignment and notice requirements. It's particularly relevant in trade finance, supply chain financing, and securitization transactions, where clear documentation of the transfer of rights is essential for legal certainty and regulatory compliance.
Suggested Sections

1. Parties: Identification of purchaser and seller of receivables

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

3. Definitions: Key terms used throughout the agreement including 'Receivables', 'Purchase Price', 'Cut-off Date'

4. Sale and Purchase: Core provisions regarding the sale and assignment of receivables

5. Purchase Price and Payment: Calculation methodology and payment terms

6. Representations and Warranties: Statements of fact and assurances from both parties

7. Covenants: Ongoing obligations of parties

8. Notice and Perfection: Requirements for perfecting the assignment

Optional Sections

1. Servicing Arrangements: Terms for ongoing collection and management of receivables when seller continues to service the receivables

2. Credit Enhancement: Additional security or support features when additional credit protection is required

3. True Sale Provisions: Specific provisions to establish true sale character when bankruptcy remoteness is critical

Suggested Schedules

1. Schedule of Receivables: Detailed list of receivables being purchased

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

3. Form of Notice to Debtors: Template notice informing debtors of the assignment

4. Purchase Price Calculation: Detailed methodology for calculating purchase price

5. Form of Transfer Certificate: Template for documenting each transfer of receivables

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







































Clauses






























Industries

Civil Law Act (Cap. 43): Primary legislation governing civil law matters and contractual relationships in Singapore

Sale of Goods Act (Cap. 393): Regulates the sale of goods and related transactions in Singapore

Companies Act (Cap. 50): Governs corporate entities and their operations in Singapore

Securities and Futures Act (Cap. 289): Regulates securities, derivatives, and financial markets activities

Banking Act (Cap. 19): Governs banking operations and financial institutions in Singapore

Financial Advisers Act (Cap. 110): Regulates financial advisory services and related activities

Conveyancing and Law of Property Act (Cap. 61): Governs property transactions and transfers, including assignment of rights

Law of Property Act: Deals with property rights and interests in Singapore

Personal Data Protection Act 2012: Governs the collection, use, and disclosure of personal data

Consumer Protection (Fair Trading) Act: Protects consumer interests and regulates fair trading practices

Electronic Transactions Act: Governs electronic transactions and digital signatures

MAS Regulations: Regulatory requirements set by the Monetary Authority of Singapore for financial transactions

Assignment Requirements: Legal requirements for valid assignment of receivables including notice and registration

True Sale Criteria: Requirements to ensure the transaction qualifies as a true sale rather than a secured lending

Stamp Duty Implications: Tax considerations and stamp duty obligations for receivables purchase transactions

Insolvency Laws: Provisions relating to bankruptcy, corporate insolvency, and clawback rights

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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