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Title: |
Factoring Agreement |
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Entities: |
Deere & Co. |
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Date: |
2002 |
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Size: |
Preview shows 6KB of 19KB total |
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Price: |
$38 |
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ID: |
#426840 |
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Start of
Preview |
| FACTORING AGREEMENT |
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| THIS FACTORING AGREEMENT (the "Agreement") is entered into as of __________________, 2002 between JOHN DEERE FINANCE S.A., a joint stock corporation with its principal office located at 5, rue Eugne Ruppert, BP 1685 in L-1016 Luxembourg ("Purchaser"), and John Deere Vertrieb, a branch of Deere & Company, located at John Deere Strasse 8, in D-76646 Bruchsal, Germany ("Seller"). |
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| RECITALS |
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| A. |
Seller is in the business of manufacturing and selling equipment to dealers and in the operation of this business is the owner of certain receivables; |
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| B. |
Seller expects, in continuing to conduct its business, to generate future receivables; and |
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| C. |
Seller has invited Purchaser to purchase the receivables and future receivables and Purchaser has agreed to purchase the receivables and future receivables under the terms and conditions set forth herein. |
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NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: |
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| ARTICLE I. |
FACTORING (PURCHASE OF PORTFOLIO; ASSUMPTION OF RESPONSIBILITIES BY THE PARTIES) |
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| 1.1 |
Factoring |
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(A) |
Purchased Assets. With effect from the end of each John Deere fiscal month and subject to all of the terms and conditions set forth herein, Seller shall sell, assign, transfer and convey to Purchaser, and Purchaser shall purchase and receive from Seller subject to the terms of this Agreement, all of Seller's right, title and interest in and to the following (collectively referred to as the "Purchased Assets"): |
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(i) each and all of Seller's outstanding dealer accounts receivable or notes receivable as of such date with a dealer or anyone else obligated to make payments with respect to such receivables including a guarantor thereof ( "Obligor"), in Seller's accounts as of the close of business on the last day of each John Deere fiscal month (the "Receivables"); however, Seller and Purchaser are entitled to exclude certain Receivables from the sale and purchase as provided for in the last paragraph of this Article 1.1.A. |
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(ii) all rights to any and all collateral which secures the dealers' or any other Obligor's obligations to Seller pertaining to such Receivables (the "Collateral"); |
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(iii) all of the rights of Seller provided by any Receivable agreements (but only to the extent that the rights of Seller provided by any Receivable agreements relate to Receivables), meaning the promissory notes, credit agreements, guaranties, |