Repurchase of Accounts Receivable Agreement

Company Letterhead

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Phone: {{phone}}

Email: {{email}}

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Repurchase of Accounts Receivable Agreement

This Repurchase of Accounts Receivable Agreement (the "Agreement") is made and entered into as of {{effective_date}} (the "Effective Date"), by and between {{seller_company_name}}, a company duly incorporated under the laws of {{seller_jurisdiction}}, with its principal place of business at {{seller_address}} (the "Seller"), and {{purchaser_company_name}}, a company duly incorporated under the laws of {{purchaser_jurisdiction}}, with its principal place of business at {{purchaser_address}} (the "Purchaser").

WHEREAS, Seller has previously sold certain accounts receivable to Purchaser pursuant to an Accounts Receivable Purchase Agreement dated {{original_purchase_agreement_date}} (the "Original Purchase Agreement");

WHEREAS, certain conditions have arisen necessitating the repurchase by Seller of specific accounts receivable from Purchaser; and

WHEREAS, Seller and Purchaser desire to set forth the terms and conditions for such repurchase.

1. Repurchase of Accounts Receivable

1.1. Identification of Repurchased Accounts: The Seller hereby agrees to repurchase from the Purchaser, and the Purchaser agrees to sell back to the Seller, the accounts receivable specifically identified in Schedule A attached hereto and incorporated by reference (the "Repurchased Accounts"). Each Repurchased Account shall include the original invoice number, customer name, original amount, and current outstanding balance.

1.2. Repurchase Price: The repurchase price for each Repurchased Account shall be {{repurchase_percentage}}% of its then-current outstanding balance as of the Repurchase Date (the "Repurchase Price"). The total Repurchase Price for all Repurchased Accounts shall be {{total_repurchase_amount}} {{currency}}.

1.3. Payment of Repurchase Price: The Seller shall pay the total Repurchase Price to the Purchaser on or before {{payment_due_date}} (the "Repurchase Date"). Payment shall be made via {{payment_method}} to the Purchaser's designated bank account: Account Name: {{purchaser_bank_account_name}}, Account Number: {{purchaser_bank_account_number}}, Bank Name: {{purchaser_bank_name}}, Swift/BIC: {{purchaser_bank_swift}}.

2. Representations and Warranties of Seller

The Seller represents and warrants to the Purchaser that as of the Effective Date and the Repurchase Date:

2.1. Authority: The Seller has the full power and authority to enter into and perform its obligations under this Agreement.

2.2. Enforceability: This Agreement constitutes a legal, valid, and binding obligation of the Seller, enforceable against the Seller in accordance with its terms.

2.3. No Liens: Upon repurchase, the Repurchased Accounts shall be free and clear of any liens, encumbrances, or claims of any third party, other than those created by the Seller.

3. Representations and Warranties of Purchaser

The Purchaser represents and warrants to the Seller that as of the Effective Date and the Repurchase Date:

3.1. Authority: The Purchaser has the full power and authority to enter into and perform its obligations under this Agreement.

3.2. Enforceability: This Agreement constitutes a legal, valid, and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms.

3.3. Good Title: The Purchaser has good and marketable title to the Repurchased Accounts immediately prior to the repurchase and has the right to sell them back to the Seller.

4. Covenants

4.1. Cooperation: Both parties agree to cooperate fully and execute such further documents and take such further actions as may be reasonably requested by the other party to carry out the provisions and intent of this Agreement.

4.2. Notification: Upon repurchase, the Purchaser shall promptly notify all relevant account debtors of the change in ownership of the Repurchased Accounts and instruct them to remit all subsequent payments directly to the Seller.

5. Effect on Original Purchase Agreement

Upon the successful completion of the repurchase as stipulated herein, the Repurchased Accounts shall be deemed removed from the scope of the Original Purchase Agreement, and all rights, title, and interest in and to the Repurchased Accounts shall revert back to the Seller. This Agreement does not otherwise alter or amend the terms and conditions of the Original Purchase Agreement with respect to any other accounts receivable not subject to this repurchase.

6. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}, without regard to its conflict of laws principles. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration in {{arbitration_city}}, in accordance with the rules of the {{arbitration_institution}}.

7. Entire Agreement

This Agreement, including Schedule A, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

8. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be deemed original signatures for all purposes.

Signature Block

IN WITNESS WHEREOF, the parties have executed this Repurchase of Accounts Receivable Agreement as of the Effective Date first written above.

_____________________________

{{seller_company_name}}

By: _________________________

Name: {{seller_signer_name}}

Title: {{seller_signer_title}}

_____________________________

{{purchaser_company_name}}

By: _________________________

Name: {{purchaser_signer_name}}

Title: {{purchaser_signer_title}}