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Receivables Purchase Agreement for Ireland

Receivables Purchase Agreement Template for Ireland

A comprehensive legal agreement governed by Irish law that facilitates the sale and transfer of accounts receivable from one party (the Seller) to another (the Purchaser). The document establishes the terms and conditions for the purchase, including pricing mechanisms, representations and warranties, and ongoing obligations of the parties. It incorporates specific provisions to comply with Irish financial services regulations, data protection requirements, and consumer protection laws where applicable. The agreement can be structured for either single or ongoing purchases of receivables and includes necessary provisions for perfection of transfer under Irish law.

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What is a Receivables Purchase Agreement?

The Receivables Purchase Agreement is a crucial document used in trade finance and asset monetization transactions under Irish law. It enables businesses to improve their working capital position by selling their accounts receivable to financial institutions or other purchasers. This agreement is particularly relevant in the current economic climate where businesses seek alternative financing sources. The document covers essential elements including purchase price calculations, representations about the quality and eligibility of receivables, servicing arrangements, and compliance with Irish regulatory requirements. It can be structured either as a one-time purchase or as an ongoing facility, making it versatile for various commercial needs. The agreement must comply with Irish financial services regulations, including those related to credit servicing and debt purchase, as well as EU-wide requirements such as GDPR.

What sections should be included in a Receivables Purchase Agreement?

1. Parties: Identification of the Seller and Purchaser

2. Background: Context of the transaction and brief description of the receivables being sold

3. Definitions and Interpretation: Defined terms and interpretation rules

4. Sale and Purchase: Core terms of the sale including purchase price, payment mechanics, and transfer provisions

5. Conditions Precedent: Requirements to be satisfied before the agreement becomes effective

6. Representations and Warranties: Seller's representations about the receivables and both parties' standard corporate representations

7. Perfection Requirements: Actions required to perfect the transfer of receivables

8. Notice and Acknowledgment: Requirements for notifying debtors of the transfer

9. Enforcement: Rights and procedures for enforcing the purchased receivables

10. Indemnities: Indemnification obligations of both parties

11. Confidentiality: Provisions protecting confidential information and data protection compliance

12. Tax: Tax treatment and obligations related to the sale

13. Miscellaneous: Standard boilerplate provisions including notices, amendments, governing law

14. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction provisions

What sections are optional to include in a Receivables Purchase Agreement?

1. Ongoing Purchase Mechanism: Required for revolving facilities where multiple purchases will occur over time

2. Eligibility Criteria: Include when there are specific criteria for receivables that can be purchased

3. Servicing Provisions: Required if the seller will continue to service the receivables post-sale

4. Security Provisions: Include when security is being granted over the receivables or related rights

5. Credit Enhancement: Include when there are guarantees, overcollateralization or other credit enhancement features

6. True Sale Provisions: Enhanced provisions when bankruptcy remoteness is crucial

7. Buy-Back Obligations: Include when the seller may be required to repurchase receivables in certain circumstances

8. Collections Account Arrangements: Required when specific collection account mechanics need to be established

What schedules should be included in a Receivables Purchase Agreement?

1. Schedule 1 - Receivables List: Detailed list and description of the receivables being purchased

2. Schedule 2 - Eligibility Criteria: Detailed criteria for eligible receivables

3. Schedule 3 - Form of Transfer Notice: Template for notices of transfer to be sent to debtors

4. Schedule 4 - Conditions Precedent Documents: List of required closing documents and conditions

5. Schedule 5 - Form of Purchase Notice: Template for ongoing purchase notices (if applicable)

6. Schedule 6 - Servicing Requirements: Detailed servicing obligations and procedures (if applicable)

7. Schedule 7 - Form of Compliance Certificate: Template for periodic compliance certification

8. Schedule 8 - Operating Procedures: Detailed procedures for day-to-day operation of the purchase facility

9. Appendix 1 - Calculation of Purchase Price: Detailed methodology for calculating the purchase price

10. Appendix 2 - Form of Reports: Ƶ for required reporting

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Ireland

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use

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