Analyzing Receivables Purchase Agreements

A Receivables Purchase Agreement is a contract for the purchase and sale of a company's accounts receivable. Accounts receivables is a collection of the accounts that a company reasonably believes, by performance on a contract or history of past performance, will generate income. A company purchasing those accounts receivables is thus purchasing the right to receive the expected payments from those accounts.

A typical Receivables Purchase Agreement will contain six articles covering the following areas: Definitions (of terms used in the Agreement), Conveyance of the Receivables, Representations and Warranties, Covenants of the Seller, Repurchases, and Miscellaneous.

Purchase

Definitions. This section covers general definitions, specific terms, other definitional provisions, and certain references contained in the agreement. In order to make reading the agreement more understandable, terms such as "conveyance", "cutoff date", "purchase date", "receivables", "repurchase event," and "schedule of receivables" should be specifically defined in this section.

Analyzing Receivables Purchase Agreements

Conveyance of the Receivables. This section covers the details of the receivables involved in the purchase and the price being paid for them. Usually this section will refer to an exhibit that will list all accounts receivables that are being purchased, information including but not limited to the name and address of the payee and the amount of payment owed. If there are any security interests in relation to any of the accounts, these should be listed as well. All rights of the purchaser against the account holders may be addressed, as well as any proceeds and the right to receive proceeds. The purchaser of the accounts receivable should also be given the physical files relating to the accounts and all property that secures each account.

The purchase price should also be listed in this section, be it a certain dollar amount or a percentage of the principal balance of the receivables. Sometimes receivables are purchased for 100% of the principal balance on the accounts, with the idea that the interest on the accounts will serve as the profit for the purchaser. The agreement should recite that both parties intend that each conveyance shall constitute a sale of the seller's right, title and interest in and to the related Receivables, conveying good title free and clear of any liens, claims, encumbrances, or rights of others.

Representations and Warranties. This section covers the representations and warranties of both the seller and the buyer. Here both the buyer and the seller must make certain representations in respect to the accounts and to their status as corporations duly organized and validly existing in good standing. Seller must also promise that it is authorized to consummate the sale of the accounts, and buyer must promise it is authorized to make the purchase.

Covenants of Seller. This section covers specific covenants (i.e. promises) made by the seller in respect to the accounts, such as a promise not to sell or transfer the security interests involved or any of the conveyed property.

Repurchases. This section covers repurchases of receivables upon breaches of warranty, reassignment of repurchased receivables, and waiver.

Miscellaneous. This section covers miscellaneous topics such as the liability of the seller, amendment to the agreement, governing law, notices, severability, assignment, acknowledgment and agreement of the seller, further assurances, and other contractual issues.

These are the key sections of a Receivables Purchase Agreement. These agreements must be drafted clearly by an experienced transactional attorney.

Analyzing Receivables Purchase Agreements

Mark Warner is a Receivables Purchase Agreement Research Analyst for RealDealDocs.com. RealDealDocs gives you insider access to millions of legal documents online drafted by the top law firms in the US that you can download, edit and print. Search For Free at RealDealDocs.com.

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Government Assistance For Single Mothers - Grants, Housing, Living Expenses and Medical Care

A single mother is tasked with the responsibility of performing the role of mother in addition to the father role. Fortunately there is government assistance for single mothers through various programs available.

A single parent has a harder task than any two parent family. Most of the single parent head of households are females. Many single moms have not had the opportunity to get a good education nor sufficient housing.

Health Care

Food and funds are often insufficient and the single woman, in many cases cannot afford child care nor can she afford a home. Consequentially, she requires assistance in order to for basic provisions for her children.

Government Assistance For Single Mothers - Grants, Housing, Living Expenses and Medical Care

There is a government program called WIC which is designed for single women or qualified parents with children five and under. Food such as milk, cereal, cheese, juice, beans, peanut butter and eggs are the main foods that are provided.

Each month the qualified parent or parents are given vouchers which are to be use at any time before the expiration date. The above listed foods are all rich in vitamins and nutrients necessary good health. This program is offered by the Department of Children and Families.

Another program offered by the Department of Children and Families is called TANIF. This two parents or single mother government assistance program offers temporary financial assistance for needy families. Monetary funds are provided to qualified families. The parent or parents must meet all of the income and need criterion.

Grants and housing vouchers are also part of a government assistance program. The housing authority will house a single mom and her family for a fraction of the cost of basic apartment.

Food stamps are also provided. Over ten years ago food stamps came in the form of paper vouchers. Now single mothers use a card similar to a credit card to make all of her purchases. Each month, depending on a her situation and income, she is awarded a specific dollar amount of food stamps.

For medical assistance, there is Medicaid or various other healthy kid programs. Children can receive medical care at not cost if they qualify. Depending on the income, a small co-payment may be charged. Every state has similar rules and regulations that apply to single mother support programs. For more information on government assistance for single mothers, visit your local Department of Children and Families or see the site below for list of resources specifically to address individual needs.

Government Assistance For Single Mothers - Grants, Housing, Living Expenses and Medical Care

Get free information on financial assistance for single mothers including government grants, scholarships, mortgage assistance and more at SingleMotherFinancialAassistance.com

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Senior Citizen Medical Alert Systems and Fall Detectors

If you are looking for a medical alert system to protect an elderly loved one, be sure to do your homework.  There are a lot of companies out there that offer personal emergency response systems with a number of features and benefits that are very useful and others with serious limitations.  For example medical alert phones may be a practical solution for your elderly loved one if they are comfortable with the technology and you believe that they are not in a great risk of falling in becoming incapacitated. A medical alert phone is more or less a wireless phone that you can program with an auto dial feature.  It allows the user to carry the telephone around and be able to present auto dial button and be connected with friends, relatives or emergency response professionals but it does require them to be able to access the telephone, operate the telephone and communicate with the person that they're calling.

The trouble with these medical alert phones is that in the event of a sudden illness, fainting or slip and fall the elderly user may not be able to find, use or even remember that they have the phone.  On the plus side, these systems are cheaper than medical monitoring systems as there is no monthly monitoring service to pay for.  By getting your senior citizen a reliable mobile phone and preprogramming personal contact numbers into autodial you pretty much accomplish the same effect. We're not knocking these phones we just want to point out that while they give the user access to a telephone service remotely the system is only as strong as its weakest link.

Health Care

When an elderly person falls chances are they are going to be disoriented.  If they are too confused to find and operate a remote medical alert phones they will not be able to use this system to summon help.

Senior Citizen Medical Alert Systems and Fall Detectors

A more practical solution is a medical alert system that can be activated using a pushbutton that is worn around the neck as a pendant or on the wrist like a watch. These medical alarm systems will allow your parent to maintain an independent lifestyle because you'll have the peace of mind of knowing that they can get help simply by pushing a button.

A typical medical alert system has a transmitter which is worn by the user and receiver located somewhere in the house.  The range on these devices generally will cover the interior of an average home but they will not provide any protection once you go outside their radio range. Some systems will alert the monitoring station when the signal is lost in the call will be placed to the home to determine if everything is all right.

The basic system operates under the scenario that the elderly person falls and is unable to get up to reach a phone to call for help. By pushing the panic button on the pendant or wristwatch transmitter a coal box is activated in the house which connects the caller to the monitoring station. The monitoring agent speaks with the user to determine how to best help remedy the situation. If the user is coherent and able to give instructions to the monitoring station those instructions will typically be followed. If the caller can't be reached or understood, the monitoring station will then follow a predetermined emergency call protocol which may include calling 911 responders, relatives, friends and next-door neighbors.

The worst-case scenario is that an elderly person falls and becomes unconscious, or they suffer a stroke. In this state they are unable to push a panic button. That's where an auto fall detector can be the difference between life and death.  A senior monitoring system with a fall-alert feature should, in theory, create an alarm at the monitoring station which will prompt an operator to contact the user to see if everything is all right.

Other more elaborate monitoring systems can actually provide richer detail and true fault detection. Sometimes when people fall they don't fold face down and make a loud thump on the ground.  Sometimes they simply slumped down slowly to the floor or chair.  Most fall detection systems are only activated if the device is violently jarred. A more subtle and advanced system will be able to detect the positioning and inactivity as well as changes in body functions to alert the monitoring station.

These more advanced monitoring systems that are able to monitor heart rate, skin temperature and mobility are slightly more expensive but offer much more protection. The downside is that the device that monitors bodily functions must be worn around the chest and some users may find this too invasive.

There are no simple solutions to providing total safety to a senior citizen living at home.  All medical monitoring and emergency response systems for aging people have their pluses and minuses.  A system that may be right for your grandmother may not work for your grandfather. It's important that you study the features and benefits of all the top brands to decide which features you can live with and which ones are not worth paying for.

If you've had personal experience with a monitoring service that you'd like to recommend or suggest that we take a critical look at please get in touch by leaving a comment below.

Lifestation - Senior Monitoring Service

myHalo - Medical Monitoring - True Fall Detection and Medical Monitor

VRI Medical Alert Systems

Freedom Alert - Medical Alert Phone

Wellcore Personal Emergency Response

Philips Lifeline with AutoAlert

Brickhouse Alert Fall Detection Device

Response Link Medical Alert

Life Guardian Medical Alarm System

Connect America Medical Alert

Senior Citizen Medical Alert Systems and Fall Detectors

Find support and discover how you can give your elderly loved one the care they deserve - without burning out or going broke - by visiting ElderKind.com. This site will help make caring for that special senior citizen less stressful. Get fast, free and easy access to elder care resources at ElderKind.com

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Retractable Screen Door - What You Should Know Before You Purchase One

There are seven retractable screen doors manufactured worldwide so choosing the right one can be confusing. Three important considerations of a retractable screen door: the product, the installation and the service.

Since there are several manufactures you want to find the best engineered retractable screen door. Some questions to consider are:

Purchase

What is the warranty? Some have lifetime warranties and others have a one-year warranty.

Retractable Screen Door - What You Should Know Before You Purchase One

Is the screen door custom fit to the door? A good retractable screen door will be custom measured to properly fit your door.

Does it have a speed reducer? Some brands has a speed reducer so the front bar will retract slowly and not slam back which could potentially get someones fingers caught.

Does the company use a sill adapter at the bottom? In order to protect the bottom track from getting crushed by walking over it year after year you want a sill adapter piece that goes over your current threshold in which the bottom track is attached.

Does the company use UV resistant Nylon components? To protect against fading, cracking and yellowing.

Is the frame Powder Coated? Powder coating is thicker than spraying the frame and it protects against the outdoor elements. Not all companies use powder coated frames

What kind of handles do they offer? Are the handles Ergonomic Handles that are easy to grab. In fact, some companies use handles that actually move up and down. You want handles that are screwed into the front bar.

The second consideration is who is going to be installing your retractable screen door. The installation of a retractable screen door can be the most critical part of making sure it operates smoothly for several years. Some companies have small operations in which the owner installs all the screen doors and other companies have many different installers. Make sure that the installer has many years experience and has been trained by the manufacturer. It is also important for the screen door company to have a valid contractor's license depending on if your state requires it by law. A contractor's license usually shows that the company is serious about staying in business for a number of years and it is protection for the consumer.

Finally, the service and warranty claims of the screen door company should also be taken into consideration. If there is a lifetime warranty on the parts excluding the screen material, then who will service the screen door if a component breaks. Make sure to get this in writing. Most contractor service the retractable screen doors themselves, but some companies push you off to the manufacture. Most retractable screen door manufactures only warranty the components and not the screen material. The screen material can be replaced, but you have to use a special screen material on most retractable screen doors in which you need to have the original company re-screen it.

Retractable Screen Door - What You Should Know Before You Purchase One

Steen Lundblad has installed over 2,500 retractable screen doors in the past 3 years. To see pictures and learn more tips about retractable screen doors go to http://SCshades.com

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Purchase Or Sale of an LLC's Member's Interest

THE SELLER
In general, the sale by a member of a limited liability company ("LLC") interest is treated as the sale of an asset separate and distinct from the underlying assets owned by the LLC. Gain or loss is recognized based upon the difference between the amount received for the LLC interest and the tax basis in the LLC interest. A member's tax basis in his or her LLC interest is equal to the amount of cash the member contributes to the LLC, the basis the member had in any property contributed, and the member's share of the LLC's debt. A member's tax basis is increased by the member's share of LLC income or gains and any additional contributions the member makes to the LLC. A member's tax basis is decreased by any cash distributions the member receives, by the basis of property distributed to the member, and by net losses the member deducts. This gain or loss is considered gain or loss from the sale or exchange of a capital asset except if the gain is attributable to "unrealized receivables and inventory." The determination of whether the capital gain or loss would be treated as long-term capital gains (held for more than one year and subject to a 15% tax rate) or short term capital gains (held for shorter than a year and subject to ordinary income tax rates) will depend on the selling member's holding period. In general, the holding period would begin when the member acquires an interest in the LLC.

THE PURCHASER
The purchase of a member's interest in an LLC is treated as the purchase of an LLC interest separate and distinct from the purchase of the underlying assets of the LLC.

Purchase

The purchase of an LLC interest requires that the buyer allocate the entire purchase price to the purchase of the interest. The tax basis of the purchasing member's interest is determined under the basis provisions of the Internal Revenue Code and will be generally be the cost of the interest. The purchase, however, does not affect the tax basis of the assets already owned by the LLC.  Thus, the purchasing member may be required to recognize a gain if there are appreciated assets owned by the LLC which are sold after the buyer becomes a member.

Purchase Or Sale of an LLC's Member's Interest

There is a provision in the Internal Revenue Code, Section 754, that allows the purchaser to adjust the proportionate share of the tax basis of the assets owned by the LLC  so that purchasing member can adjust his or her basis of the LLC assets to reflect the purchase price paid for the LLC interest. The basis adjustment affects only the purchasing member and not the other members of the LLC. The Internal Revenue Code Section 754 election is an elective provision.

REMAINING MEMBERS
The sale by one of the members may or may not affect the remaining members. The sale by a member can affect the LLC and the remaining members if the sale causes the LLC to terminate. If 50% or more of the total interest in the LLC's capital and profits are sold or exchanged, the LLC will be deemed to be terminated for tax purposes only. If the LLC is not terminated, the remaining members are not affected for tax purposes by the sale of an LLC interest.

Disclaimer: The information provided herein is not legal advice, but a general overview and should not be construed as legal advice.

Purchase Or Sale of an LLC's Member's Interest

Adam Bergman is the president and creator of http://www.MyLLCAgreement.com, the market's leading online legal website that offers a customized LLC Operating Agreement for all types of businesses. Mr. Bergman has worked as a corporate and tax attorney at White & Case LLP, Dewey LeBoeuf LLP, and Thelen LLP, three of the most prominent corporate law firms in the United States where he advised thousands of entrepreneurs and business owners on a wide range of corporate and tax issues involving limited liability companies for the past seven years. Adam Bergman is recognized as a leading partnership tax expert and has lectured attorneys on the taxation of LLCs.

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