HomeMy WebLinkAbout1996-003 Sale of A/R - G BrownASSIGNMENT and SALE OF ACCOUNTS RECEIVABLE
Assignment and sale made, effective as of January 2, 1996, by Gordon Brown and
Ashland Life Support, Ltd. ("Assignor") to the City of Ashland, Oregon ("Assignee").
1. STATEMENT OF ASSIGNMENT AND SALE. For value received, Assignor
unconditionally sells and assigns to Assignee all of Assignor's right, title, and interest
in and to the accounts, enumerated in section two of this agreement, including
proceeds of insurance due and payable in connection with such accounts, with rights
granted to Assignee as follows:
1.1. In Assignee's own name and for Assignee's own benefit, to make and
effect collections from the debtors and insurers on the accounts; including full
authority to ask, demand, collect, receive, compound, and give acquittance for the
attached account, or any part of such account, and in Assignor's name or otherwise,
to prosecute and withdraw any suits or proceedings at law or in equity for such
account.
1.2. To endorse and deposit in its own bank account any and all commercial
paper, notes, or acceptances received in payment of the accounts represented
thereby.
2. DESCRIPTION OF ACCOUNTS ASSIGNED. The accounts assigned are all those
accounts receivable which are outstanding on January 2, 1996, and which arose after
October 1, 1995. These accounts include all those accounts delivered to Assignee on
January 2, 1996.
3. WARRANTIES. Assignor warrants that the following statements are true, to
Assignor's own knowledge:
3.1. GENUINENESS OF DOCUMENTS. The financial statements, invoices,
orders, proofs of delivery, and other documents submitted by Assignor to Assignee,
together with all statements made in such documents, as described in Section Two of
this agreement, are true and genuine.
3.2. VALIDITY OF ACCOUNTS. There exist no offsets or counterclaims against
any of the accounts and the accounts are valid and fully collectible.
3.3. ENCUMBRANCES ON ACCOUNTS. Title to the accounts has not been
wholly or partially transferred by Assignor for the purpose of sale, security, or
otherwise and no person, firm, corporation, or other entity, except Assignor, and
through this assignment, Assignee, has to date acquired any lien, right, title, or claim
to all or any part of the accounts or the services or supplies described in such
accounts.
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3.4. ACCURACY OF ACCOUNTS. Except as may be reflected in the accounts,
no payment has been paid to Assignor, or Assignor's representatives, or for
Assignor's benefit, for any part or all of the amount due.
3.5. ASSIGNMENT OF ACCOUNTS TO OTHERS. None of the accounts
receivable owed to Assignor have been sold or assigned to any other person.
GORDON BROWN
w~n, 'Presiden~
I~ated
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