The Receivables Transfer Agreement is a crucial document used in Canadian business transactions where companies seek to monetize their accounts receivable or establish ongoing receivables purchase arrangements. This agreement type is commonly used in factoring, securitization, and trade finance transactions, providing businesses with improved cash flow and working capital management. The document must comply with provincial Personal Property Security Acts, federal privacy laws, and other relevant Canadian legislation. It includes detailed provisions for the identification and valuation of receivables, transfer mechanics, servicing arrangements, and rights and obligations of all parties involved. The agreement can be structured for either one-time transfers or as part of a revolving purchase facility, making it versatile for various business needs while ensuring compliance with Canadian legal requirements.
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1. Parties: Identification of the transferor (seller) and transferee (buyer) of the receivables
2. Background: Context of the agreement, nature of the receivables, and purpose of the transfer
3. Definitions: Definitions of key terms used throughout the agreement, including 'Receivables', 'Cut-off Date', 'Purchase Price', etc.
4. Sale and Purchase: Core provisions detailing the transfer of receivables and calculation/payment of purchase price
5. Eligibility Criteria: Specific criteria that receivables must meet to be eligible for transfer
6. Representations and Warranties: Seller's representations regarding ownership, quality, and status of receivables
7. Transfer Mechanics: Procedures for effectuating the transfer, including notice requirements and documentation
8. Purchase Price and Payment: Detailed provisions on purchase price calculation, adjustments, and payment terms
9. Collection and Administration: Procedures for collecting receivables and managing customer relationships post-transfer
10. Covenants: Ongoing obligations of both parties regarding the receivables and their management
11. Events of Default: Circumstances constituting default and corresponding remedies
12. Indemnification: Provisions for indemnification and allocation of liability
13. Confidentiality: Protection of confidential information and customer data
14. Governing Law and Jurisdiction: Applicable law and jurisdiction for dispute resolution
15. General Provisions: Standard boilerplate provisions including notices, amendments, and assignment
1. Ongoing Purchase Facility: Used when establishing a revolving facility for multiple transfers over time rather than a one-time transfer
2. Servicing Provisions: Required when the seller continues to service the receivables post-transfer
3. Security Arrangements: Needed when additional security is required to support the seller's obligations
4. Credit Enhancement: Include when there are additional credit support mechanisms such as reserves or overcollateralization
5. True Sale Provisions: Enhanced provisions to establish true sale character when securitization is contemplated
6. Data Protection: Detailed provisions required when transferring consumer receivables with personal data
7. Currency Provisions: Required for cross-border transfers or multi-currency receivables
8. Tax Provisions: Detailed tax provisions needed for complex transfers or cross-border situations
1. Schedule of Receivables: Detailed list of receivables being transferred, including relevant details such as face value, maturity, and debtor information
2. Eligibility Criteria: Detailed criteria for receivables qualification, including any specific requirements or exclusions
3. Form of Transfer Notice: Standard form for notifying debtors of the transfer (where required)
4. Purchase Price Calculation: Detailed methodology for calculating the purchase price, including any adjustments or discounts
5. Form of Servicing Report: Template for periodic reporting on collections and receivables performance
6. Required Documents: List of documents required for each transfer or drawing under the facility
7. Form of Compliance Certificate: Template for periodic certification of compliance with agreement terms
8. Operating Procedures: Detailed procedures for day-to-day operations and interactions between parties
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