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each purchase notice shall be subject to section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested purchase price (which amount shall not be less than $500,000, or an increment of $100,000 in excess thereof) and shall not be greater than the commitment availability as of the date of the proposed purchase, and the date of purchase (which shall be a settlement date). prior to the amortization date, any collections and/or deemed collections received by the servicer (after the initial purchase of a purchaser interest hereunder and on or prior to the amortization date of such purchaser interest) shall be set aside and held in trust by the servicer for the payment of any accrued and unpaid aggregate unpaids up to the amount necessary to fund such aggregate unpaids. on the amortization date and on each day thereafter, the servicer shall set aside and hold in trust, for the holder of each purchaser interest, all collections and deemed collections received on such day (together with all collections and deemed collections then held in trust pursuant to section 2.2 or this section 2.3). this agreement and each other transaction document to which any torchmark entity is a party constitute the legal, valid and binding obligations of such torchmark entity enforceable against such torchmark entity in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). immediately prior to each purchase hereunder, seller shall be the legal and beneficial owner of the receivables and related security with respect thereto, free and clear of any adverse claim, except as created by the transaction documents. with respect to each receivable transferred to seller under the receivables sale agreement, seller has given reasonably equivalent value to ail in consideration therefor and such transfer was not made for or on account of an antecedent debt. on and as of the date of each purchase of a purchaser interest hereunder and the date of each reinvestment hereunder, each seller party hereby represents and warrants that all of the other representations and warranties made by it set forth in this section 3.1 are true and correct on and as of the date of such purchase or reinvestment (and after giving effect to such purchase or reinvestment) as though made on and as of each such date. the failure of seller to satisfy any of the foregoing conditions precedent in respect of any reinvestment shall give rise to a right of the purchaser, which right may be exercised at any time on demand of the purchaser, to rescind the related purchase and direct seller to pay to the purchaser an amount equal to the collections that shall have been applied to the affected reinvestment. the occurrence of a default or an event of default under any other material financing arrangement pursuant to which any torchmark entity is a debtor or an obligor. seller has given or caused ail to give to each obligor in respect of any receivable then outstanding notice as to the transfers of the interests in the receivables contemplated in the transaction documents, and at all times thereafter give or cause ail to give to each obligor in respect of each receivable then or thereafter arising notice as to such interests for the purpose of perfecting such interests in favor of seller and the purchaser. immediately upon receipt by any torchmark entity of any premium payable by or on behalf of the policy holder or any other person in respect of the insurance product that shall have given rise to any receivable, such torchmark entity shall be required to remit to the servicer an amount calculated in reference thereto that, in the ordinary course of business and in accordance with its customary practice, is then payable as a commission in respect of such insurance product to the obligor on such receivable and which but for the existence of such receivable would be remitted to such obligor. in accordance with section 5.1(j), it shall (or shall cause the applicable torchmark entity to), immediately upon receipt of any premium which is subject to a premium interest, remit to the servicer that portion of such premium equal to the premium interest therein. the servicer shall, if requested by the purchaser at any time following the occurrence of an amortization event, (i) establish such accounts as the purchaser may reasonably request for the remittance of collections and the remittance of premiums on insurance products in respect of which a receivable shall have arisen as an advance on the commissions payable in connection with such insurance product, and (ii) thereafter instruct each obligor to make payments on receivables directly to such accounts.
from and after the replacement of ail as servicer hereunder, seller shall pay all reasonable fees and expenses of the person then acting as servicer hereunder, such fees and expenses to be paid on each settlement date or at such other times as shall be acceptable to the agent. further, seller hereby agrees that any assignee of the purchaser of this agreement or all or any of the purchaser interests of the purchaser shall have all of the rights and benefits under this agreement as if the term “purchaser” explicitly referred to such party, and no such assignment shall in any way impair the rights and benefits of the purchaser hereunder. any waiver of this agreement shall be effective only in the specific instance and for the specific purpose for which given. in the event any rating agency that is rating any indebtedness or the claims-paying ability of any torchmark entity shall request any additional information of the type the disclosure of which is restricted by this section 10.4(a), seller may with the consent of the purchaser (which consent shall not be unreasonably withheld) disclose such information to such rating agency. except as specifically provided in this agreement, each sale of a purchaser interest hereunder is made without recourse to seller; provided, however, that (i) seller shall be liable to purchaser for all representations, warranties and covenants made by seller pursuant to the terms of this agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by the purchaser or any assignee thereof of any obligation of seller, ail or any other person arising in connection with the receivables, the related security, or the related contracts, or any other obligations of seller or ail. “capital” of any purchaser interest means, at any time, (a) the purchase price of such purchaser interest, minus (b) the sum of the aggregate amount of collections and other payments received by the purchaser which in each case are applied to reduce such capital in accordance with the terms and conditions of this agreement; provided that such capital shall be restored (in accordance with section 2.5) in the amount of any collections or other payments so received and applied if at any time the distribution of such collections or payments are rescinded, returned or refunded for any reason. in the case of any obligor that is a member of an agent hierarchy, identification of such obligor as being a designated obligor shall relate solely to such obligor and shall not automatically cause any other member of such agent hierarchy to constitute a designated obligor. “premium” means, with respect to any insurance product, any and all premiums received and to be received by ail from the applicable policy holder in connection with the issuance of such insurance product. “unsupported receivable” means any receivable which as of any date is owing by a member of an agent-hierarchy the sga in respect of which (i) does not have a positive sga net worth as of such date and (ii) is an inactive insurance agent on such date. the undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the proposed purchase (before and after giving effect to the proposed purchase): (i) the representations and warranties of the undersigned set forth in section 3.1 of the receivables purchase agreement are true and correct on and as of the date of such proposed purchase as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such proposed purchase, that will constitute an amortization event or a potential amortization event; and (iii) the amortization date shall not have occurred, the aggregate capital of all purchaser interests shall not exceed the purchase limit and the aggregate purchaser interests shall not exceed 100%. keidi s. carrington brings a wealth of legal knowledge and business experience in the financial services area with a particular focus on investment management. the law office of george k. fuiaxis, from the very beginning in 2002, has built a reputation with its clients as an unmatched, diligent, hands on law practice that is always on duty to find the best course of action for its clients. “contractscounsel suited my needs perfectly, and i really appreciate the work to get me a price that worked with my budget and the scope of work.”
an accounts receivable purchase agreement is a contract between a buyer and seller. the seller sells receivables and the buyer collects the receivables. 2.2. acceptance of receivables. buyer shall have no obligation to purchase any receivable listed on an invoice transmittal. buyer may exercise its sole “reserve account” – an account representing an unpaid portion of the purchase price, maintained by purchaser to secure seller’s obligations in the event that, accounts receivable purchase agreement template, accounts receivable purchase agreement template, receivable purchase agreement investopedia, receivables purchase agreement vs factoring, accounts receivable contract.
a receivables purchase agreement is a contract between two or more parties, usually a buyer or a customer and a seller. this contract is often a kind of receivables purchase agreements (rpas) are financing arrangements that can unlock the value of a company’s accounts receivable. receivables purchase agreements allow a company to sell off the as-yet-unpaid bills from its customers, or “receivables.” the agreement is a contract in, assignment of accounts receivable agreement template, the receivables turnover ratio is computed by dividing net sales by the ending net receivables., net funds employed, trade credit, accounts receivable vs payable, accounts receivable jobs, real estate contract.
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