Download Repurchase Agreement

REPURCHASE AGREEMENT
THIS AGREEMENT made the _________ of _____________________ 20______.
BETWEEN:
AUREUS FINANCIAL CORP. a corporation incorporated under the laws of British Columbia, having an office at 9th
Floor -1281 W. Georgia St., Vancouver, BC, V6E 3J7 (telephone no. 604–609-5390)
(“AUREUS”)
- and __________________________________________________________________________________________
a corporation incorporated under the laws of _______________, having an office at
______________________________________________________________ (telephone no. _________________)
(“Vendor”)
____________________________________________________________________________________________
(“Equipment”)
RECITALS:
A.
Vendor wishes to sell the equipment described
in Exhibit A (the “Equipment”) to the lessee described
in Exhibit A (“Lessee”)
B.
At Vendor’s request, AUREUS is purchasing
the Equipment for the purpose of leasing the Equipment
to Lessee and AUREUS has agreed to enter into lease
no. ___________ with Lessee, a copy of which is
attached hereto as Exhibit A, (the “Lease”) to lease the
Equipment to Lessee.
C.
Lessee and/or the proposed transaction do not,
in AUREUS’s opinion, qualify for financing under the
policies and/or procedures established by AUREUS.
However, AUREUS has agreed to finance such
transaction provided that Vendor enters into this
Agreement to provide that Vendor will repurchase the
Equipment if Lessee is unable to fulfill its obligations
under the Lease.
IN CONSIDERATION of the recitals, the purchase
price paid by AUREUS to Vendor for the Equipment,
the entry into the Lease by AUREUS and other good
and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto
agree as follows:
1.
Repurchase: If Lessee is at any time in default
of its obligations under Lease, Vendor shall, upon
AUREUS’s request therefor, purchase the Equipment
from AUREUS on an “as is”, “where is” basis (without
any representation or warranty from AUREUS of any
kind whatsoever except that the Equipment is not
encumbered as a result of AUREUS’s actions) and shall
bear all responsibility for remarketing the Equipment.
AUREUS shall provide Vendor with notice of any
default by the Lessee, within 3 business days of
learning of the default. AUREUS shall bear all
responsibility for repossessing the equipment. Upon
such repossession, Vendor shall immediately pay
AUREUS, as the purchase price for such Equipment,
the amount set out below, determined according to the
month of the Lease term in which Lessee defaults under
the Lease and AUREUS shall provide Vendor with a
registered ownership interest in the equipment, identical
to that of AUREUS at the time of repossession. The
amounts set out below are based on normal equipment
use. Repurchase will be re-evaluated in the event of
damages to equipment:
Month of Repurchase
Amount
See Attached “Schedule A” Forming An Integral
Part of This Repurchase Agreement
2.
Unconditional
Repurchase
Obligation:
AUREUS’s rights and remedies and Vendor’s
obligations hereunder shall not be lessened by
AUREUS taking or failing to take any action or
proceeding, or by AUREUS exercising or exhausting or
failing to exercise or exhaust its rights and remedies,
against Lessee or any other person upon any default
occurring under the Lease. The liability of Vendor
hereunder shall not be affected by (A) any settlement,
indulgence, extension of credit or amendment or waiver
of terms of the Lease or any related agreement or
guarantee, (B) security being taken or released by
AUREUS, (C) reason of any loss, depreciation of or
damage to the Equipment, (D) the loss or termination
for any cause whatsoever of any right or remedy of
AUREUS against Lessee or any other person under the
Lease or under any agreement or guarantee related
thereto.
3.
Assignment: This Agreement shall not be
assignable by Vendor. AUREUS may, without the
consent of or notice to Vendor, assign the benefit of this
Agreement to any assignee of AUREUS’s interest in the
Lease and/or the Equipment. This Agreement shall
enure to the benefit of and shall be binding upon the
parties hereto and their respective successors and
permitted assigns.
4.
Notices: Any notice or other communication
required or permitted to be given hereunder shall be
delivered by hand, registered mail or facsimile
transmission to the address noted on the first page of
this Agreement to the attention of the person executing
this Agreement on behalf of such party, or to such other
address and/or person as such party may communicate
in writing to the other, and shall be deemed to be
received on the business day following delivery by hand
or facsimile transmission or on the fifth day following
the date on which it was mailed.
5.
Law: This Agreement shall be governed by and
construed in accordance with the laws of the proving in
which AUREUS’s office, shown on the first page
hereof, is located and the parties hereto attorn to the
non-exclusive jurisdiction of the courts of such
province.
Headings are inserted for convenience of reference only
and shall not affect interpretation.
7.
Entire Agreement: This Agreement sets forth
the entire agreement of the parties hereto on its subject
matter except as may be otherwise agreed by the parties
in writing. The provisions of this Agreement shall not
modify, waive or diminish, and shall be in addition to,
any rights and obligations of the parties under any other
agreement with respect to any Equipment, Lessee,
Lease or otherwise.
8.
No Agency: In giving effect to this Agreement,
Vendor is not and shall not be deemed to be an agent of
AUREUS for any purpose and the relationship of the
parties shall be that of independent contractors. Vendor
shall not have the right to enter into contracts, pledge
credit or incur expenses or liabilities to third parties on
behalf of AUREUS.
9.
Further Assurances: The parties hereto agree to
execute all further documents and do all further acts as
may be necessary or required to carry out the intent of
this Agreement.
10. Language: The parties acknowledge that they
have required this Agreement and all other agreements
and notices required or permitted to be entered into or
given pursuant hereto to be drawn up in the English
language. Les parties reconnaissent avoir demande que
le present contrat ainsi que toute autre entente ou avis
requis ou permis a etre conclu ou donne en vertu des
dispositions du present contrat, soient rediges en langue
anglaise.
6.
Interpretation: Whenever the context of this
Agreement so requires, the singular number shall
include the plural and vice versa, and words importing
gender shall include all genders. Time shall be of the
essence of this Agreement and each of its provisions.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above
written.
AUREUS FINANCIAL CORP.
By: _____________________________________
___________________________________
VENDOR
By: ________________________________
Authorized Officer
Authorized Officer
Name/Title: ______________________________
Name/Title: _________________________
SCHEDULE “A”
Attached to and forming an integral part of Repurchase Agreement between:
AUREUS FINANCIAL CORP. (“AUREUS”)
-and_______________________________________________________
(“Vendor”)
Month of
Repurchase
Repurchase Amount
Date:_______________
_______________________________
Authorized Signature
Title:_______________________
AUREUS FINANCIAL CORP.
______________________________
Authorized Signature
Title:_______________________