Survey
* Your assessment is very important for improving the workof artificial intelligence, which forms the content of this project
* Your assessment is very important for improving the workof artificial intelligence, which forms the content of this project
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:_______________________