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1. Parties: Identification of the Seller and Purchaser with full legal names and addresses
2. Background: Context of the transaction and brief description of the receivables being sold
3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including German legal terms where relevant
4. Sale and Purchase: Core provisions for the sale and assignment of receivables, including the mechanism for transfer under German law
5. Purchase Price and Payment: Calculation of purchase price, payment mechanics, and any adjustments
6. Conditions Precedent: Prerequisites for the purchase of receivables, including required documents and confirmations
7. Representations and Warranties: Seller's representations regarding the receivables and its authority to sell
8. Undertakings: Ongoing obligations of the parties, particularly the Seller's duties regarding the receivables
9. Notification and Collection: Provisions regarding debtor notification and collection procedures
10. Events of Default: Circumstances constituting default and consequences
11. Indemnities: Indemnification obligations of the parties
12. Confidentiality: Provisions for maintaining confidentiality of transaction details
13. Data Protection: GDPR compliance and data handling requirements
14. Governing Law and Jurisdiction: Confirmation of German law governance and jurisdiction provisions
15. Miscellaneous: Standard boilerplate provisions including severability, amendments, and notices
1. True Sale Provisions: Specific provisions to ensure characterization as a true sale rather than security arrangement, important for accounting or regulatory purposes
2. Security Interest: Required if additional security is being provided for the Seller's obligations
3. Servicing Provisions: Needed if the Seller will continue to service the receivables post-sale
4. Credit Insurance: Relevant if receivables are credit insured and insurance rights are being transferred
5. Foreign Currency Provisions: Required if receivables are denominated in multiple currencies
6. Electronic Invoicing: Necessary for deals involving e-invoicing systems
7. VAT Provisions: Detailed VAT treatment if relevant to the receivables
8. Back-up Servicer: Required if a back-up servicer arrangement is part of the structure
1. Eligibility Criteria: Detailed criteria for receivables to be eligible for purchase
2. Form of Purchase Notice: Template for offering receivables for purchase
3. Form of Assignment: Standard form for German law assignment documentation
4. Debtor Notification Form: Template for notifying debtors of the assignment
5. Initial Receivables List: Details of receivables being purchased at closing
6. Servicer Reports: Ƶ for ongoing reporting of collections and receivables status
7. Compliance Certificate: Form for periodic compliance certification
8. Power of Attorney: Form of power of attorney for collection and enforcement
9. Bank Account Details: Specification of accounts for payments and collections
Banking and Financial Services
Manufacturing
Wholesale and Distribution
Automotive
Technology
Healthcare
Construction
Energy
Telecommunications
Retail
Professional Services
Transportation and Logistics
Legal
Finance
Treasury
Credit and Collections
Accounts Receivable
Risk Management
Compliance
Operations
Commercial
Business Development
Chief Financial Officer
Treasury Manager
Finance Director
Credit Manager
Accounts Receivable Manager
Legal Counsel
Commercial Director
Risk Manager
Operations Manager
Compliance Officer
Financial Controller
Business Development Manager
Trade Finance Manager
Working Capital Manager
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