The standard assignment terms.
Riffington's clearing transactions are documented under an Assignment of Claims Agreement. The clauses below describe the standard terms; final agreements are drafted and reviewed by counsel in the relevant jurisdiction.
Informational only
This page is for informational purposes only and does not constitute legal advice. Final agreement language is drafted by counsel in the relevant jurisdiction.
True sale
Riffington purchases the receivable outright. Title transfers from seller to Riffington at closing — this is not a financing arrangement, factoring line, or contingency engagement.
Transfer of non-payment risk
Non-payment risk transfers to Riffington on closing, subject to the seller's limited representations and warranties set forth in the assignment. Absent a breach of those representations, the seller has no further obligation if the debtor fails to pay.
No further action by assignor
Once the assignment is executed and payment is wired, the seller has no continuing role in collection. Riffington takes responsibility for all future communications, demands, and recovery activity in its own name.
Representations & warranties
Seller represents that the receivable is valid, undisputed at the time of assignment, free of liens or prior assignments, and accurately documented. Breach of these reps is the only basis on which Riffington can claw back the purchase price.
Governing law
Governed by the laws of a jurisdiction selected to fit the underlying contract — typically the state or country in which the receivable arose, or as otherwise agreed by the parties.
Confidentiality
The terms of the transaction — including price, claims included, and the existence of the assignment itself — remain confidential between the parties, subject only to disclosure compelled by law or regulation.
Anti-assignment provisions
Where the underlying contract restricts assignment, the firm either obtains debtor consent prior to closing or declines the claim. Closing does not occur over a known anti-assignment defect.
UCC filings
Where Article 9 applies, the firm prepares and files financing statements at its own cost. The seller receives copies.
Survival of representations
Seller representations survive for twelve months from the date of assignment, except representations of title and authority, which survive without time limit.