Item 1.01. Entry Into a Material Definitive Agreement.
Receivable Purchase Agreement
On
Pursuant to the terms and conditions set forth in the Receivable Purchase
Agreement, Series F Purchaser purchased from Seller all of Seller's right, title
and interest in the outstanding amount, as of
The parties to the Receivable Purchase Agreement have each made customary representations and warranties. Seller agreed to various covenants and agreements, including, among others, Seller's agreement to perform in all material respects all terms, covenants and other provisions required to be performed by it under the Contract and to service the Receivable. The Receivable Purchase Agreement contains specified repurchase rights that would require Seller to repurchase the Receivable upon Series F Purchaser's request if certain events occur in respect of the Receivable prior to the termination of the Receivable Purchase Agreement.
Indemnity Agreement
On
The foregoing description of the Receivable Purchase Agreement, the Indemnity Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Receivable Purchase Agreement, a copy of which is filed as Exhibit 2.1 hereto, and the Indemnity Agreement, a copy of which is filed as Exhibit 2.2 hereto, each of which is incorporated herein by reference. It is not intended to provide any factual information about the Company, Seller or their respective subsidiaries and affiliates. Each of the Receivable Purchase Agreement and the Indemnity Agreement contains representations and warranties by the contracting parties, which were made only for purposes of those agreements and as of specified dates. The representations, warranties and covenants in each of the Receivable Purchase Agreement and the Indemnity Agreement were made solely for the benefit of the contracting parties; are subject to limitations agreed upon by the contracting parties; may have been made for the purposes of allocating contractual risk between the contracting parties instead of establishing these matters as facts; and are subject to standards of materiality applicable to the contracting parties that may differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Seller or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Receivable Purchase Agreement and the Indemnity Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. 2.1* Receivable Purchase Agreement, dated as ofOctober 13, 2022 , by and between Seller and Series F Purchaser. 2.2 Indemnity Agreement, dated as ofOctober 13, 2022 , by and between the Company and Series F Purchaser (included as Exhibit B to Exhibit 2.1).
104 Cover Page Interactive Data File (formatted as inline XBRL).
* Certain information has been omitted pursuant to Item 601(b)(2) of Regulation
S-K.
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