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Document Preview Purchase and Sale Agreement |
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Title: |
Purchase and Sale Agreement |
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Entities: |
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Date: |
2004 |
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Size: |
Preview shows 10KB of 39KB total |
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Price: |
$40 |
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ID: |
#1404837 |
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Securities and Exchange Commission. Asterisks denote such omissions.
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (Agreement) is made as of November 19, 2003 by and between Lifeline Systems, Inc. (hereinafter Seller), a Massachusetts corporation with a principal place of business at 111 Lawrence Street, Framingham, MA 01702 and De Lage Landen Financial Services, Inc. (hereinafter Purchaser), a Michigan corporation with a principal place of business at 1111 Old Eagle School Road, Wayne, Pennsylvania 19087.
WITNESSETH:
WHEREAS, Seller has, in its ordinary course of business, entered into lease agreements (each a Contract and collectively, Contracts) directly with lessees (each an Obligor and collectively, Obligors) for the lease of the equipment (Equipment) listed therein and as such Contracts are more fully described on Schedule A attached hereto and made a part hereof; and
WHEREAS, Seller has agreed to sell and assign to Purchaser and Purchaser has agreed to purchase and accept the assignment of all of Sellers right, title and interest in, to and under the Contracts listed on Schedule A and all payments coming due thereunder; and
NOW, THEREFORE, in consideration of the agreements and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
I. ASSIGNMENT AND PURCHASE
1.1 Agreement to Sell. Subject to the terms and conditions set forth herein, upon Purchasers payment to Seller of the purchase price of [**] Dollars [**] ($[**]) (Purchase Price), Seller will, and hereby does without further action:
| (i) | Assign to Purchaser all of Sellers right, title and interest in, to and under the Contracts listed on Schedule A attached hereto and made a part hereof, all payments and other amounts coming due thereunder as of January 1, 2004 (the Payments) (as identified on Schedule A), and all related documents, and all of the proceeds (existing then and in the future) of the foregoing; |
| (ii) | grant and assign to Purchaser a first, prior and paramount security interest, or assign to Purchaser, as applicable, Sellers first, prior and paramount security interest, in the Equipment covered by each Contract, prior in right to all persons and entities (other than that of Obligor under the Contract); and |
| (iii) | assign to Purchaser all proceeds thereof (existing then and in the future), |
all by executing an assignment in the form annexed hereto as Exhibit A, which is made a part hereof (the Assignment).
Purchaser shall have, in addition to all other rights hereunder, the right to (i) receive and retain any and all
Payments and rights thereto under any Contract; (ii) use or sell or dispose of Equipment (subject to Obligors interest therein); and (iii) apply and use such Payments, rights, Equipment (subject to Obligors interest therein) and proceeds to satisfy any and all obligations of Seller hereunder.
The parties hereto intend the sale, assignment and transfer of each Contract by Seller to Purchaser hereunder to be a true sale thereof, and not a loan secured by the granting of a lien thereon. If, notwithstanding the foregoing, any transaction of which the sale, assignment and transfer is a part is construed by a court of competent jurisdiction to be a loan and not a true sale and, in addition, as security for all of Sellers obligations to Purchaser under this Agreement, and for Obligors respective obligations under the Contracts, Seller hereby grants and assigns, as applicable, to Purchaser to the extent not transferred a first priority security interest prior in right to all persons and entities (other than that of Obligor under the Contract) in and to all of the following, whether now or in the future owned by Seller:
| (i) | all of its right, title and interest in and to the Contracts; |
| (ii) | all of its right, title and interest in all Equipment covered under any Contract; and |
| (iii) | all proceeds, products, rents or profits of any of the foregoing items referred to in (i) and (ii) above, of every nature whatsoever, including, without limitation, proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid property, including, without limitation, all proceeds consisting of Payments and other sums payable under the Contracts, and all present and future accounts, contract rights, goods, letters of credit, general intangibles, chattel paper, documents, instruments, uncertificated securities, cash and non-cash proceeds, and other rights arising from or by virtue of, the disposition of, or collections with respect to, or insurance proceeds payable with respect to, or claims against other persons with respect to, all or any part of the property referred to in (i) and (ii) above and in this subsection (iii). |
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