Receivables Sale Agreement - 范本

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RECEIVABLES SALE AGREEMENT

DATED AS OF JULY 2, 2001

 

AMONG

 

CHOICEPOINT CAPITAL INC., AS SELLER,

 

AND

 

CHOICEPOINT FINANCIAL INC., AS PURCHASER

 

全文目录如下:

详细内容见附件

 

ARTICLE I CONTRIBUTION AND SALE OF RECEIVABLES

Section 1.1 Capitalization of Purchaser

Section 1.2 Purchases; Purchase Reports

Section 1.3 Payment for the Purchases

Section 1.4 Purchase Price Credit Adjustments

Section 1.5 Payments and Computations, Etc

Section 1.6 License of Software

Section 1.7 Intention of the Parties; Marking of Records; Further Assurances

Section 1.8 Characterization; Grant of Security Interest

ARTICLE II REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations and Warranties of Seller

ARTICLE III CONDITIONS OF PURCHASE

Section 3.1 Conditions Precedent to Purchase.

Section 3.2 Conditions Precedent to Subsequent Payments.

ARTICLE IV COVENANTS

Section 4.1 Affirmative Covenants of Seller.

Section 4.2 Negative Covenants of Seller.

ARTICLE V TERMINATION EVENTS

Section 5.1 Termination Events.

Section 5.2 Remedies

ARTICLE VI INDEMNIFICATION

Section 6.1 Indemnities by Seller

Section 6.2 Other Costs and Expenses.

Section 6.3 Taxes.

ARTICLE VII MISCELLANEOUS

Section 7.1 Waivers and Amendments.

Section 7.2 Notices.

Section 7.3 Protection of Ownership Interests of Purchaser.

Section 7.4 Confidentiality.

Section 7.5 Bankruptcy Petition.

Section 7.6 CHOICE OF LAW.

Section 7.7 CONSENT TO JURISDICTION.

Section 7.8 WAIVER OF JURY TRIAL.

Section 7.9 Integration; Binding Effect; Survival of Terms.

Section 7.10 Counterparts; Sever ability; Section References.

 

 

EXHIBITS AND SCHEDULES

Exhibit I- Definitions

Exhibit II- Chief Executive Office; Principal Place(s) of Business; Location(s) of Records; Federal Employer Identification Number; Other Names

Exhibit III- Lock Boxes, Lock Box Accounts, Depositary Accounts

Exhibit IV- Form of Financial Officer's Certificate

Exhibit V- Form of Subordinated Note

Exhibit VI Form of Purchase Report

Schedule A List of Documents to Be Delivered to Purchaser Prior to the Closing Date

 

 

RECEIVABLES SALE AGREEMENT

THIS RECEIVABLES SALE AGREEMENT, dated as of July 2, 2001, is by and between:

(a) ChoicePoint Capital Inc., a Delaware corporation (together with its successors, "SELLER"), and

(b) ChoicePoint Financial Inc., a Delaware corporation (together with its successors, "PURCHASER").

UNLESS DEFINED ELSEWHERE HEREIN, CAPITALIZED TERMS USED IN THIS AGREEMENT SHALL HAVE THE MEANINGS ASSIGNED TO SUCH TERMS IN EXHIBIT I HERETO OR, IF NOT DEFINED THEREIN, IN THE FIRST STEP SALE AGREEMENT (HEREINAFTER DEFINED).

PRELIMINARY STATEMENTS

Purchaser may from time to time acquire various Receivables and the Related Security and Collections associated therewith pursuant to that certain Receivables Sale and Contribution Agreement dated as of July 2, 2001 by and among ChoicePoint Services Inc. ("PARENT ORIGINATOR"), PRC Corporation, a Georgia corporation, ChoicePoint Business and Government Services Inc., a Georgia corporation, ChoicePoint Direct Inc., an Illinois corporation, Statewide Data Services, Inc., a Florida corporation, I. R. S. C., Inc., a California corporation, ChoicePoint Public Records Inc., a Georgia corporation, Patex Corporation, a Pennsylvania corporation, National Safety Alliance Incorporated, a Tennessee corporation, and BTi Employee Screening Services Inc., a Texas corporation (all of the foregoing including Parent Originator, collectively, the "ORIGINATORS"), as sellers, and Seller, as purchaser (as amended, restated or otherwise modified from time to time, the "FIRST STEP SALE AGREEMENT").

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发布于 2021-11-25 16:38:34
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