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Accounts Receivable Purchase Agreement

 

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Title:

Accounts Receivable Purchase Agreement

Entities:

Adept Technology Inc.; Silicon Valley Bank

Date:

2003

Size:

Preview shows 7KB of 50KB total

Price:

$44

ID:

#343725

 

 

► Purchase & Sale ► Purchase ► Receivables ► Accounts Receivables Purchase Agreements
► Capital Goods

 

 

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                           [Silicon Valley Bank Logo]

Silicon Valley Bank
3003 Tasman Drive
Santa Clara, Ca. 95054
(408) 654-1000 - Fax (408) 980-6410


ACCOUNTS RECEIVABLE PURCHASE AGREEMENT

This Accounts Receivable Purchase Agreement (the "Agreement") is made
as of the Effective Date by and between Silicon Valley Bank ("Buyer") having a
place of business at the address specified above and Adept Technology, Inc., a
California corporation, ("Seller") having its principal place of business and
chief executive office at 150 Rose Orchard Parkway, San Jose, California 95134
and with a FAX number of 408-434-5005.

1. Definitions. When used herein, the following terms shall have the following
meanings.

"Account Balance" shall mean, on any given day, the gross amount of all
Purchased Receivables unpaid on that day.

"Account Debtor" shall have the meaning set forth in the California
Uniform Commercial Code and shall include any person liable on any Purchased
Receivable, including without limitation, any guarantor of the Purchased
Receivable and any issuer of a letter of credit or banker's acceptance.

"Adjustments" shall mean all discounts, allowances, returns, disputes,
counterclaims, offsets, defenses, rights of recoupment, rights of return,
warranty claims, or short payments, asserted by or on behalf of any Account
Debtor with respect to any Purchased Receivable.

"Advance" shall have the meaning set forth in Section 2.2 hereof.

"Collateral" shall have the meaning set forth in Section 8 hereof.

"Collections" shall mean all good funds received by Buyer from or on
behalf of an Account Debtor with respect to Purchased Receivables.

"Compliance Certificate" shall mean a certificate, in a form provided
by Buyer to Seller, which contains the certification of the chief financial
officer of Seller that, among other things, the representations and warranties
set forth in this Agreement are true and correct as of the date such certificate
is delivered.

"Effective Date" is the date Buyer executes this Agreement.

"Event of Default" shall have the meaning set forth in Section 9
hereof.

"Finance Charges" shall have the meaning set forth in Section 3.2
hereof.

"Invoice Transmittal" shall mean a writing signed by an authorized
representative of Seller which accurately identifies the receivables which
Buyer, at its election, may purchase, and includes for each such receivable the
correct amount owed by the Account Debtor, the name and address of the Account
Debtor, the invoice number, the invoice date and the account code.

"Obligations" shall mean all advances, financial accommodations,
liabilities, obligations, covenants and duties owing, arising, due or payable by
Seller to Buyer of any kind or nature, present or future, arising under or in
connection with this Agreement or under any other document, instrument or
agreement, whether or not evidenced by any note, guarantee or other instrument,
whether arising on account or by overdraft, whether direct or indirect
(including those acquired by assignment) absolute or contingent, primary or
secondary, due or to become due, now owing or hereafter arising, and however
acquired; including, without limitation, all Advances, Finance Charges,
interest, Repurchase Amounts, fees, expenses, professional fees and attorneys'
fees and any other sums chargeable to Seller hereunder or otherwise.

"Purchased Receivables" shall mean all those accounts, receivables,
chattel paper, instruments, contract rights, documents, general intangibles,
letters of credit, drafts, bankers acceptances, and rights to payment, and all
proceeds thereof (all of the foregoing being referred to as "receivables"),
arising out of the invoices and other agreements identified on or delivered with
any Invoice Transmittal delivered by Seller to Buyer which Buyer elects to
purchase and for which Buyer makes an Advance.

"Refund" shall have the meaning set forth in Section 3.5 hereof.

"Reserve" shall have the meaning set forth in Section 2.4 hereof.

"Repurchase Amount" shall have the meaning set forth in Section 4.2
hereof.

"Reconciliation Date" shall mean the last calendar day of each
Reconciliation Period.

"Reconciliation Period" shall mean each calendar month of every year.


{PAGE}

2. Purchase and Sale of Receivables.

2.1. Offer to Sell Receivables. During the term hereof, and provided
that there does not then exist any Event of Default or any event that with
notice, lapse of time or otherwise would constitute an Event of Default, Seller
may request that Buyer purchase receivables and Buyer may, in its sole
discretion, elect to purchase receivables. Seller shall deliver to Buyer an
Invoice Transmittal with respect to any receivable for which a request for
purchase is made. An authorized representative of Seller shall sign each Invoice
Transmittal delivered to Buyer. Buyer shall be entitled to rely on all the
information provided by Seller to Buyer on or with the Invoice Transmittal and
to rely on the signature on any Invoice Transmittal as an authorized signature
of Seller.

2.2. Acceptance of Receivables. Buyer shall have no obligation to
purchase any receivable listed on an Invoice Transmittal. Buyer may exercise its
sole discretion in approving the credit of each Account Debtor before buying any
receivable. Upon acceptance by Buyer of all or any of the receivables described
on any Invoice Transmittal, Buyer shall pay to Seller 70% percent of the face
amount of each receivable Buyer desires to purchase, net of deferred revenue and
offsets related to each specific Account Debtor. Such payment shall be the
"Advance" with respect to such receivable. Buyer may, from time to time, in its
sole discretion, change the percentage of the Advance. Upon Buyer's acceptance
of the receivable and payment to Seller of the Advance, the receivable shall
become a "Purchased Receivable." It shall be a condition to each Advance that
(i) all of the representations and warranties set forth in Section 6 of this

 

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