File 05Assignment

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.

Clause 01

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.

Clause 02

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.

Clause 03

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.

Clause 04

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.

Clause 05

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.

Clause 06

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.

Clause 07

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.

Clause 08

UCC filings

Where Article 9 applies, the firm prepares and files financing statements at its own cost. The seller receives copies.

Clause 09

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.