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PURCHASE AND SALE OF FUTURE RECEIVABLES

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PURCHASE AND SALE OF FUTURE RECEIVABLES

ADVANCEME, INC.

[ ]1029131

Agreement dated May 12, 2004 between ADVANCEME, INC. (the "Company")

    and the merchant listed below ("Merchant").

     MERCHANT INFORMATION

Business Legal Name: Cord Partners, Inc.

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    D/B/A: Cord Partners, Inc. State of Incorporation/Organization: FL

     ------------------- ------

    Type of Entity: [x] corporation [ ] limited liability company [ ] partnership

     [ ] limited partnership [ ] limited liability partnership [ ] sole partnership

    Physical address: 10940 Wilshire Boulevard City: Los Angeles State: CA Zip: 90024

     ------------------------ ----------- --

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    Mailing address: 10940 Wilshire Boulevard City: Los Angeles State: CA Zip: 90024

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Date business started (mm/yy): 01/03 Federal ID or SS#: 651167067

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    Contact Name: Matt Schissler Position: owner

     ----------------------------- ----------------

    Phone: (310) 443-4153 Fax: (310) 443-4154 Email: Web Site:

     -------------- -------------- ---------- ------------

    Bank Name: Bank of America City: Los Angeles State: CA

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     PURCHASE AND SALE OF FUTURE RECEIVABLES

    Upon payment by the Company to the Merchant of the purchase price specified below (the "Purchase Price"), the Company will hereby be purchasing from the undersigned Merchant and Merchant will hereby be selling to the Company, Merchant's interest in the percentage specified below (the "Specified Percentage") of each of its future credit card receivables (the "Future Receivables") due to Merchant from a credit card processor acceptable to the Company ("Processor") until the amount specified below (the "Specified Amount") of Future Receivables has been delivered by Merchant to the Company.

Purchase Price: = $21,000.00 Specified Percentage: =

    17%

     ---------- --- Specified Amount: = $28,404.00

     ----------

    Merchant (i) agrees to enter into an agreement ( the "Processing Agreement") acceptable to the Company with Processor to obtain credit and processing services and (ii) hereby authorizes the Processor to pay the cash attributable to the Specified Percentage of each of the Future Receivables to the Company rather than to the Merchant until the Company receives the cash attributable to the Specified Amount of Future Receivables from the Processor.

     PERSONAL GUARANTEE

    The owners of Merchant (such owners, whether shareholders, partners or other owners are referred to herein as "Owners") hereby guarantee Merchant's performance of all of the covenants made by Merchant in this Agreement, including the covenants contained in the next sentence (the "Merchant Contractual Covenants"). Merchant agrees (i) to conduct its business consistent with past practice; (ii) to exclusively use Processor for the processing of all its credit card transactions; (iii) not to take any action to discourage the use of credit cards or to permit any event to occur which could have an adverse effect on the use, acceptance or authorization of credit cards for the purchase

    of Merchant's services and products; (iv) not to change its arrangement with Processor in any way which is adverse to the Company; (v) not to take any action that has the effect of causing the credit card processor through which the major credit cards are settled to be changed from Processor to another credit card processor; and (vi) not to sell, dispose, convey or otherwise transfer its business or assets without the express prior written consent of the Company and the assumption of all of Merchant's obligations under this Agreement pursuant to documentation reasonably satisfactory to the Company.

MERCHANT

    By: Matthew L. Schissler /s/ Matthew L. Schissler

     --------------------------------------- ---------------------------

     (Print Name)

    (Signature)

WITNESS

    By: Stephanie A, Schissler /s/ Stephanie A. Schissler

     --------------------------------------- ---------------------------

     (Print Name)

    (Signature)

OWNER/GUARANTOR

By:

     --------------------------------------- ---------------------------

     (Print Name)

    (Signature)

By:

     --------------------------------------- ---------------------------

     (Print Name)

    (Signature)

WITNESS

By:

     --------------------------------------- ---------------------------

     (Print Name)

    (Signature)

ADVANCEME, INC.

    By: /s/ Miriam Adelberg Associate Name: Miriam Adelberg

     -------------------- ---------------

     Associate ID: 520

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    To the extent set forth herein, each of the parties is obligated upon their execution of the Agreement.

    The above-signed represents that he or she is authorized to sign this Agreement for Merchant and that the information provided in this and all of the Company's forms is true and accurate in all respects. If the information is false or inaccurate, the Merchant shall be deemed in material breach of all agreements between the Merchant and the Company and the Company shall be entitled to all remedies available under law.

    The Company may produce a monthly statement reflecting the delivery of the Future Receivables from the Merchant via the Processor. Merchant hereby agrees to a $0 administrative fee per month for the production of the monthly statement and further agrees that the Company may debit such administrative fee from the Merchant's bank account each month via the automated clearing house system.

    An investigative or consumer report may be made in connection with the Merchant Agreement. Merchant and each of the above-signed authorizes the Company and its agents and representatives and any credit reporting agency employed by the Company to investigate any references given or any other statements of data obtained from or about Merchant or any of its principals for the purpose of this Agreement and to pull credit reports at any time now or in the future on the Merchant and Owner/Guarantor(s).

     3

    

     ADVANCEME, INC.

     ADDITIONAL TERMS OF THE MERCHANT AGREEMENT

     Capitalized terms used but not defined in these Additional Terms of the Agreement shall have the meanings assigned to such terms on the face of this Agreement.

I. PROCESSING AGREEMENT.

     Section 1.1. Processing Agreement. Merchant understands that the

     Processing Agreement (as well as the authorization set forth on the face

     hereof) irrevocably authorizes Processor to pay the cash attributable to

     the Specified Percentage of each of the Future Receivables to the Company

     rather than to Merchant until the Company receives the cash attributable to

     the Specified Amount of Future Receivables from Processor. This

     authorization may only be revoked with the prior written consent of the

     Company. Merchant agrees that Processor may rely upon the instructions of

     the Company, without any independent verification, in making the cash

     payments described above. Merchant waives any claim for damages it may

    have

     against Processor in connection with actions taken based on instructions

     from the Company unless such damages were due to Processor's failure to

     follow the Company's instructions. Merchant understands that (a) Processor

     will be acting on behalf of the Company with respect to the Specified

     Percentage of Future Receivables until the cash attributable to the

     Specified Amount of Future Receivables has been remitted by Processor to

     the Company, (b) the Company is not affiliated with the Processor and has

     no relationship with the Processor other than through the Processing

     Agreement, (c) the Company does not have any power or authority to control

     Processor's actions with respect to the processing of credit card

     transactions and (d) the Company is not responsible for Processor's actions

     and agrees to hold the Company harmless for the actions of Processor.

     Section 1.2. Merchant Instructions to Processor. The Merchant will

     irrevocably instruct the Processor to hold the Specified Percentage of the

     Future Receivables on behalf of the Company and to remit directly to the

     Company the cash attributable to such Specified Percentage at the same time

     it remits to Merchant the cash attributable to the balance of such Future

     Receivables which was not sold to the Company by Merchant.

     Section 1.3. Transactional History. Merchant acknowledges and agrees

     that Processor may provide the Company with Merchant's credit card history

     without the prior consent of the Merchant.

     Section 1.4. Indemnification of Processor. Merchant indemnifies and

     holds Processor, its officers, directors, affiliates, employees, agents and

     representatives harmless from and against all losses, damages, claims,

     liabilities and expenses (including reasonable attorneys' fees) suffered or

     incurred by Processor resulting from actions taken by Processor in reliance

     upon information or instructions provided to Processor by the Company.

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     Section 1.5. No Liability for Processor. In no event will the Processor

     be liable for any claims asserted by the Merchant under any theory of law,

     including any tort or contract theory for lost profits, lost revenues, lost

     business opportunities, exemplary, punitive, special, incidental, indirect

     or consequential damages, each of which is hereby expressly waived by the

     Merchant.

     Section 1.6. Processor Commissions. The Company and Merchant

    understand

     that Processor will charge a fee or commission for processing receipts

     representing Future Receivables which have become actual receivables (the

     "Processor's Fee") as set forth in the Processing Agreement. The Company

     and the Merchant understand that with respect to each such receipt,

     Processor will deduct a pro rata portion of the Processor's Fee from each

     such receipt based on the relative size of the cash attributable to the

     Specified Percentage of such Future Receivable sold by Merchant to the

     Company and the cash attributable to the portion of such Future Receivable

     which was retained by Merchant.

     Section 1.7. No Modification of Processing Agreement. Merchant will

     comply with the Processing Agreement and will not modify the Processing

     Agreement in a manner that could have an adverse effect upon the Company's

     interests, without the Company's prior written consent.

     Section 1.8. Processing Trial; Decision to Purchase Future Receivables.

     After this Agreement has been signed by both the Merchant and the Company

     but prior to the Company's determination as to whether to pay the Purchase

     Price, Merchant agrees to permit the Company to instruct the Processor to

     conduct a short processing trial (the "Processing Trial") in order to

     ensure that the Merchant's credit card transactions are being correctly

     processed through Processor and that the cash attributable to the Specified

     Percentage of any Future Receivables purchased by the Company is being

     appropriately remitted to the Company. The Company agrees to make a

     determination as to whether to purchase the Specified Amount of Future

     Receivables promptly after the commencement of the Processing Trial. If the

     Company determines to purchase Specified Amount of Receivables, then all of

     the cash received by the Company in connection with the Processing Trial

     prior to the payment of the Purchase Price shall be applied to reduce the

     Specified Amount. Nothing herein shall create an obligation on behalf of

     the Company to purchase any Future Receivables, and the company expressly

     reserves the right to not purchase the Specified Amount of Future

     Receivables and not pay the Purchase Price to Merchant. If the Company

     decides to not purchase the Specified Amount of Future Receivables and not

     pay the Purchase Price, this Agreement shall have no further effect and the

     Company shall, promptly after receipt from the Processor, return to the

     Merchant any cash received by the Company in connection with the Processing

     Trial.

     Section 1.9. Additional Amount. In the event that the amount of cash

     remitted by Processor to the Company pursuant to this Agreement exceeds the

     Specified Amount (such cash being the "Excess Cash") by at least $20.00,

     the Company agrees to pay such Excess Cash to Merchant promptly after

     receipt thereof by the Company. In the event the Excess Cash is less than

     $20.00, the Company agrees to pay such Excess Cash to Merchant promptly

     after the receipt of a written request from Merchant within six months for

     such Excess Cash. The Merchant acknowledges that the Company has no

     5

     obligation to take any action (including against the Processor) with

     respect to any cash being held by Processor, which will become Excess Cash

     once it is paid by the Processor to the Company, prior to the receipt of

     such Excess Cash by the Company.

     Section 1.10. Reliance on Terms. Sections 1.1, 1.2, 1.3, 1.4, 1.5, 1.6,

     1.7, 1.8 and 1.9, and this Section 1.10, as well as provisions on the face

     of this Agreement are agreed to for the benefit of Merchant, the Company

     and Processor, and notwithstanding the fact that Processor is not a party

     to this Agreement, Processor may rely upon their terms and raise them as a

     defense in any action. No amendment to, or modification or deletion of, any

     of the aforementioned Sections shall be made without the prior written

     consent of Processor.

    II. ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS.

     Merchant and the Owners represent, warrant and covenant that as of this date and during the term of this Agreement:

     Section 2.1. Merchant Contractual Covenants. Merchant agrees to comply with the Merchant Contractual Covenants set forth on the face of the Agreement.

     Section 2.2. Information Regarding Business. The information (financial and other) provided by or on behalf of Merchant to the Company in connection with the execution of or pursuant to this Agreement is true and correct in all material respects. Merchant shall furnish the Company and Processor such information as the Company may request from time to time.

     Section 2.3. Reliance on Information. Merchant acknowledges that the information (financial and other) provided by Merchant has been relied upon by the Company in connection with its decision to purchase the Future Receivables.

     Section 2.4. Governmental Approvals. Merchant possesses and is in compliance with all permits, licenses, approvals, consents and other authorizations necessary to conduct its business. Merchant is in compliance with any and all applicable federal, state and local laws and regulations. Merchant possesses all requisite permits, authorizations and licenses to own, operate and

    lease its properties and to conduct the business in which it is presently engaged.

     Section 2.5. Authorization. Merchant, and the person(s) signing this Agreement on behalf of Merchant, have full power and authority to enter into and perform the obligations under this Agreement and the Processing Agreement, all of which have been duly authorized by all necessary and proper action.

     Section 2.6. Insurance. Merchant will maintain insurance in such amounts and against such risks as are consistent with past practice and shall show proof of such insurance upon the reasonable request of the Company.

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     Section 2.7. Change Name or Location. Merchant will not conduct Merchant's businesses under any name other than as disclosed to Processor or the Company or change any of its places of business.

     Section 2.8. Merchant Not Indebted to Company. The Merchant is not a debtor of the Company as of the date of this Agreement.

     Section 2.9. Exclusive Use of Processor. Merchant understands that the services of the Processor is the exclusive means by which the Merchant can process its credit card transactions.

III. ADDITIONAL TERMS.

     Section 3.1. Sale of Future Receivables. Merchant and the Company agree that the Purchase Price paid by the Company in exchange for the Specified Amount of Future Receivables in a purchase of the Specified Amount of Future Receivables and is not intended to be, nor shall it be construed as, a loan from the Company to Merchant.

     Section 3.2. No Right to Repurchase. Merchant acknowledges that it has no right to repurchase the Specified Amount of Future Receivables from the Company.

     Section 3.3. Term of the Agreement. This Agreement shall be in full

    force and effect until the Specified Amount of Future Receivables has been delivered by Merchant to the Company.

     Section 3.4. Recision of Agreement. Merchant agrees that in the event that the representations and warranties in Sections 2.2 or 2.7 are not true and correct, the Company shall be entitled to rescind this Agreement and to the return (and Merchant agrees to so return) of the Purchase Price less any cash attributable to Future Receivables that has been received by the Company. Merchant agrees that the Company may automatically debit such recision amount from Merchant's bank account via the automated clearing house system or wire transfer.

     Section 3.5. Remedies. In the event that any of the representations and warranties contained in this Agreement are not true and correct or in the event of a breach of any of the covenants contained in this Agreement, including the Merchant Contractual Covenants, the Company shall be entitled to all remedies available under law, including but not limited to the right to non-judicial foreclosure. In the event that Merchant breaches the specified Merchant Contractual Covenant (v) on the face of this Agreement, the Merchant agrees that the Company will be entitled to, but not limited to damages equal to the amount by which the cash attributable to the Specified Amount of Future Receivables exceeds the amount of cash received from Future Receivables exceeds the amount of cash received from Future Receivables that have previously been delivered by Merchant to the Company under this Agreement. Merchant hereby agrees that the Company may automatically debit such damages from Merchant's bank account via

    an

    automated clearing house system or wire transfer.

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     Section 3.6. UCC-1 Financing Statement. To secure the performance of the Merchant Contractual Covenants and all of the other obligations of the Merchant to the Company under this Agreement, Merchant grants to Company a continuing priority security interest, subject only to the security interest of the Processor, if any, in the following property of the Merchant: (a) All accounts, chattel paper, documents, equipment, general intangibles, instruments, inventory (as those terms are defined in Article 9 of the Uniform Commercial Code in effect from time-to-time in the State of New York) wherever located, now

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