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CAUSE NO. __________
IN THE DISTRICT COURT OF
IN RE:
FORT BEND COUNTY, TEXAS
NOBILITY SETTLEMENT
FUNDING, LLC _______ JUDICIAL DISTRICT
APPLICATION FOR APPROVAL OF TRANSFER OF
STRUCTURED SETTLEMENT PAYMENT RIGHTS
Applicant Nobility Settlement Funding, LLC Nobility” or “Transferee”) files this
Application for Approval of Transfer of Structured Settlement Payment Rights pursuant to Chapter
141 of the Texas Civil Practice & Remedies Code (the “Texas Transfer Statute”) and requests that
the Court approve a transfer of the right to receive certain future structured settlement payments.
In support of this Application, Nobility would respectfully show the Court as follows:
Discovery Control Plan
Although it is anticipated that no discovery will be necessary in this case, pursuant
to Tex. R. Civ. P. Rule 190, this case should be governed by Discovery Control Plan 2.
Parties
Applicant Nobility is the proposed Transferee as defined by Section 141.002(21)
of the Texas Transfer Statute.
(“Payee”) is the Payee as defined by Section 141.002(9) of the Texas
Transfer Statute. Payee is years old and currently resides in Fort Bend County, Texas.
American General Life Insurance Company AGLIC” or “Annuity Issuer”) is the
Annuity Issuer as defined by Section 141.002(1) of the Texas Transfer Statute.
American General Annuity Service Corporation AGASC” or “Structured
Settlement Obligor”) is the Structured Settlement Obligor as defined by Section 141.002(15) of
the Texas Transfer Statute.
APPLICATION FOR APPROVAL OF TRANSFER OF STRUCTURED SETTLEMENT PAYMENT
RIGHTS Page
Venue and Jurisdiction
Venue and jurisdiction are proper in District Court in Fort Bend County, Texas
because the Payee resides in Fort Bend County, Texas. According to the Section 141.002(2) of
the Texas Transfer Statute, this application is properly brought in the statutory county court,
statutory probate court, or district court of the county in which the Payee resides.
Redaction of Personally Identifiable Information
and Request for Issuance of Order Under Temporary Seal
Payee’s personally identifiable information has been redacted from this Application
pursuant to Section 141.006(d) of the Texas Transfer Statute. A written request by Payee to
conceal the personally identifiable information from public inspection is attached hereto as Exhibit
A. Nobility will provide the court and each interested party required to receive notice under
Section 141.006(b) of the Texas Transfer Statute complete, unredacted copies of the application
and all other pleadings in the time provided by the Texas Transfer Statute.
Furthermore, pursuant to Section 141.006(d)(2) of the Texas Transfer Statute,
Nobility requests that with respect to any order issued approving or denying this Application, a
copy of the order be filed as part of the public record with the personally identifiable information
redacted. At the same time as the filing of the redacted order, Nobility requests that an unredacted
copy of the order be issued under seal, with an unredacted copy of the order provided to Nobility
d all interested parties.
List of Dependents
Payee is and has the following dependents as defined by the Texas
Transfer Statute:
APPLICATION FOR APPROVAL OF TRANSFER OF STRUCTURED SETTLEMENT PAYMENT
RIGHTS Page
Statement of Facts
Payee was involved in the settlement of a lawsuit/claim (the “Settlement”) whereby
Payee became entitled to receive certain structured periodic settlement payments. (The payments
due and payable to Payee under the Settlement shall hereafter be referred to as the “Settlement
Payments.”)
In accordance with the Settlement, the obligation to make the Settlement Payments
was assigned to and assumed by AGASC. AGASC then purchased an annuity (“the Annuity”),
from AGLIC to fund its obligations to make the Settlement Payments to Payee under the
Settlement. Payee receives the Settlement Payments directly from AGLIC
In return for the payment of a lump sum, Payee has agreed to transfer and assign to
Nobility the right to receive certain Settlement Payments as follows:
(The payments which are being transferred to Nobility pursuant to the Transfer Agreement, as
defined below, and which are the subject of this court proceeding, shall hereafter be referred to as
Assigned Payments.”)
Payee executed a Structured Settlement Payment ights Purchase and Sale
Agreement dated on or about October 16, 2023, in which the Payee agreed to assign and transfer
Assigned Payments to Transferee and/or its successors and assigns. This document
constitutes a Transfer Agreement as defined by Section 141.002(19) of the Texas Transfer Statute
(hereinafter referred to as the “Transfer Agreement” and attached hereto as Exhibit B).
APPLICATION FOR APPROVAL OF TRANSFER OF STRUCTURED SETTLEMENT PAYMENT
RIGHTS Page
14. Nobility timely provided to the Payee a written disclosure statement in accordance
with Section 141.003 of the Texas Transfer Statute, more than three (3) days prior to the date on
which the Payee executed the Transfer Agreement (hereinafter referred to as the “Disclosure
Statement,” and attached hereto as Exhibit C).
15. The transfer is in the best interests of the Payee, taking into account the welfare and
support of the Payee’s dependents, if any.
16. Payee was advised in writing to seek independent professional advice regarding the
financial, legal, and tax implications of the transfer, and the Payee has either received independent
professional advice or has knowingly waived the advice in writing. A copy of the Payee’s
Statement of Independent Professional Advice is attached hereto as Exhibit D.
17. This transfer complies with the Texas Transfer Statute, and does not contravene
any applicable federal or state statute or the order of any court or other governmental or responsible
administrative authority. (A copy of the Texas Transfer Statute is attached hereto as Exhibit E.)
18. At least twenty (20) days prior to the hearing for approval of the transfer, the
Transferee will provide written notice of the hearing to the Annuity Issuer, the Structured
Settlement Obligor, and all other interested parties, if any, and will file same with the Court
pursuant to Section 141.006 of the Texas Transfer Statute. Specifically, the Annuity Issuer, the
Structured Settlement Obligor, and all interested parties will be provided with the following
documents and information pursuant to Section 141.006 of the Texas Transfer Statute:
A. A copy of this Application for Approval of Transfer of Structured Settlement
Payment Rights;
B. A copy of the Transfer Agreement;
C. A copy of the Disclosure Statement required by Section 141.003 of the Texas
Transfer Statute;
D. A list of the Payee’s dependent(s), together with each dependent’s age, if any;
APPLICATION FOR APPROVAL OF TRANSFER OF STRUCTURED SETTLEMENT PAYMENT
RIGHTS – Page 4
E. Notification that any interested party is entitled to support, oppose, or otherwise
respond to this Application, either in person or by counsel, by submitting written
comments to the Court or by participating in the hearing; and
F. Notification of the time and place of the hearing and notification of the manner in
which and the time by which written responses to the Application must be filed in
order to be considered by the Court.
Prayer
Based upon the foregoing, Nobility Settlement Funding, LLC requests that the Court grant
this Application and approve the transfer to Nobility of the Assigned Payments. Nobility
Settlement Funding, LLC further requests that any final order(s) entered in this case relative to this
Application be maintained under temporary seal in accordance with Section 141.006(d)(2) of the
Texas Transfer Statute.
Respectfully submitted,
VASSAR, MCCOWN, DEAR & SICOTTE, L.L.P.
15851 Dallas Parkway, Suite 525
Addison, TX 75001
Telephone - (972) 371-2411
Fax - (972) 371-2410
Email – transfers@vmdslaw.com
/s/ J. Brian Dear
By: ___________________________
J. Brian Dear
State Bar No. 24032117
David S. Vassar
State Bar No. 20503175
ATTORNEYS FOR NOBILITY SETTLEMENT
FUNDING, LLC
APPLICATION FOR APPROVAL OF TRANSFER OF STRUCTURED SETTLEMENT PAYMENT
RIGHTS – Page 5
Fmihe1more, I request
address, including
other pleadings, order filed
settlement payment
ETTLEMENT AYMENT IGHTS URCHASE AND ALE
This Structured Settlement Payment Rights Purchase and Sale Agreement Purchase and Sale Agreement”) and
Terms Rider attached and incorporated herein (collectively, the “Agreement”) is a contract between
(hereinafter referred to as “Seller”, “ ”, or “Your”) and Nobility Settlement Funding, LLC, and/or its successors
and designated assigns (hereinafter referred to as “Purchaser or “ ”). This Agreement is dated and effective as of
and upon Seller’s execution of this Agreement (or the date otherwise required by applicable law).
NOW THEREFORE, in consideration of the mutual covenants, promises, representations, warranties, and
agreements contained in this Agreement and the other Transaction Documents, and subject to the terms,
conditions, provisions, and contingencies as set forth in this Agreement and in other Transaction Documents, the
receipt and sufficiency of which is hereby acknowledged, the Parties, for good and valuable consideration, agree,
covenant, consent, and promise as follows:
DEFINITIONS
1.1. Agreement means this Purchase and Sale Agreement the Terms Rider attached hereto as Schedule
“A”, and the Disclosure Statement Also referred to as “Agreement Documents
1.2. Annuity Documents means all documents and information related to the Annuity and Assigned
Payments, including applicable Settlement Documents and the documents listed in Section 2.6.
1.3. Annuity Issuer means the insurance company that issued the Annuity Policy to be used to fund periodic
payments under a structured settlement, and is responsible for making the Settlement Payments to
1.4. Annuity Policy means the policy purchased by the Annuity Obligor to ensure that the Settlement
Payments are made to You as required by the Settlement Documents
1.5. Annuity Obligor means the party who has the continuing legal obligation to make future Settlement
ayments under a structured settlement agreement or a qualified assignment agreement. The Annuity
Obligor may or may not be the Annuity Owner i.e., owner of the Annuity Policy
1.6. Assigned Payments means only those certain Settlement yments to be sold, assigned, and
transferred under this Agreement and as set out in the Terms Rider.
1.7. Closing means the closing of this ransaction on a date designated by the Purchaser, which shall be as
soon as reasonably practicable after entry of the Court Approval and verification that the Annuity
Obligor/Annuity Issuer will comply with said Court Order, and after the Purchaser, in its sole and
absolute discretion, has determined that all of the Conditions of Closing set forth in Section 3.4 have
been satisfied, have occurred, and/or have been performed and complied with.
1.8. Closing Date means the day on which the Purchase Price with any adjustments as necessary) is paid to
You, as provided in Section 3.2
1.9. Closing Documents means any documents necessary to carry out the purchase of the Assigned
Payments, other than the “Agreement Documents” as defined in Section 1.
1.10. Court Approval means a final, non appealable, legally binding court order issued by a judge or properly
empowered administrative officer, approving the sale of the Assigned Payments to Purchaser, in a court
of competent jurisdiction. Also referred to as “Court Order
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1.11. Disclosure Statement means the document which contains important information regarding the
Purchased Payments, expenses, Purchase Price, and other statements about this ransaction as
required by law.
1.12. Party means either You Purchase Parties means both You and Purchaser, collectively.
1.13. Purchase Price means the price set out in the Terms Rider, as good and valuable consideration to You
for the sale, transfer and assignment of the Assigned Payments to Purchaser.
1.14. Purchaser means the company identified on the first page of this Agreement including any of its
successors assigns, and designees in which You agree to sell, transfer and assign You right to receive
the Assigned Payments identified in Terms Rider and Disclosure Statement. Also referred to as “ ” or
1.15. Seller means the individual identified on the first page of this Agreement agreeing to sell, transfer and
assign the right to receive the Assigned Payments identified in the Terms Rider and Disclosure
Statement Also referred to as “You or “Your
1.16. Settlement Documents means any agreement and any accompanying documentation that You and
the Annuity Obligor signed in resolution of Your underlying claim, including but not limited to, the
Settlement Agreement and Release, Qualified Assignment Agreement, the Annuity, and any
agreements, releases, letters, assignments, judgments, orders, decrees and other documents which
evidence the Settlement Payments, Annuity Payments, and the payment obligations of the Annuity
Obligor, Annuity Owner, and Annuity Issuer.
1.17. Settlement Payments means periodic payments Seller became entitled to under the Settlement
Agreement or Settlement Documents as a result of the settlement of the underlying claim Also referred
to as Periodic Payments
1.18. Terms Rider means the document attached herein as Schedule “A”
1.19. Transaction means the transfer, sale and assignment of the Assigned Payments by You to Purchaser, as
described in this Agreement.
1.20. Transaction Documents means the Agreement Documents, as defined in Section 1. and any and all
other agreements, letters, contracts, pleadings, affidavits, and other documents executed, signed
and/or submitted by the Seller in connection with the Transaction.
1.21. means the Uniform Commercial Code in effect in the state where You reside unless by reason of
mandatory provisions of law any or all of the attachment, perfection or priority of Your security interest
in the Assigned Payments and other related rights (collectively, “Collateral”) governed in a jurisdiction
other than the State where You reside, in which case the Uniform Commercial Code in such other
jurisdiction shall apply.
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PURCHASE AND SALE OF THE ASSIGNED PAYMENTS
2.1. Agreement to Purchase and Sale. Upon execution of this Agreement and subject to certain conditions
including Court Approval, Seller agrees to sell, transfer and assign to Purchaser all of Seller’s rights, title
and interest in the Assigned Payments and related rights arising out of the Annuity Documents set
forth in the Terms Rider Seller agrees to make such sale, transfer and assignment of the Assigned
Payments to Purchaser free and clear of any and all right, title, interest or claim in or to the Assigned
Payments or any lien, pledge mortgage, security interest, charge, adverse claim, right or equity of
redemption, or other encumbrance relative to the Assigned Payments.
2.2. Purchase Price. In consideration for the sale, transfer and assignment of the Assigned Payments to
Purchaser of Seller’s right, title and interest in the Assigned Payments, and the other promises,
covenants and agreements of Seller contained herein, Purchaser agrees to pay to Seller the Purchase
Price, as set forth in the Terms Rider. Purchaser will pay the Purchase Price to Seller upon Closing.
2.3. Payment of Purchase Price. Upon Closing, Purchaser agrees to pay Seller the Purchase Price via wire
transfer or check, pursuant to Seller’s payment instructions. The Purchase Price to be paid to Seller at
the Closing Date is subject to any and all Purchase Price reductions or advances, as identified in Section
2.4, and/or any satisfaction of judgments, charges or encumbrances, if any, as identified in Section 2.5,
in exchange for the Assigned Payments.
2.4. Purchase Price Adjustment; Advances. Seller acknowledges and agrees that in the event Seller receives
any of the Assigned Payments or a portion thereof at or prior to Closing, Seller will keep those
payment(s) and the Purchase Price will be reduced by the amount of the Assigned Payments received
by Seller or a portion thereof. Seller acknowledges and agrees that the Purchase Price may be adjusted
by the Purchaser, if necessary, by subtracting an amount equal to the sum of: ( ny of the Assigned
Payments received by Seller, or received by a person or entity entitled to receive the Assigned Payments
on behalf of Seller, from the date of the execution of this Agreement through Closing; and, if applicable
ny payments or advances made to Seller or on behalf and at the request of Seller to a third party,
at or prior to Closing. Any advances or payments made to Seller or to third parties on behalf of Seller
shall be made, if at all, in Purchaser’s sole and absolute discretion.
2.5. Satisfaction of Judgments, Liens. Seller acknowledges and agrees that in the event that any liens,
charges, encumbrances, judgments (including, without limitation, any pledges or assignments) or other
claims against Seller or the Assigned Payments should arise or be disclosed, then Seller may be required
to satisfy such obligations at or before the Closing Date. Seller acknowledges and agrees that such
disbursements for satisfaction of any of the above mentioned obligations against the Seller or the
Assigned Payments shall be paid from and deducted from the Purchase Price prior to any disbursement
to Seller.
2.6. Access to Documents and Information. Seller agrees to provide Purchaser with copies of all documents
and information necessary to complete this ansaction, including but not limited to:
2.6.1. A copy of the underlying settlement agreement and release and/or order approving the
underlying settlement;
2.6.2. y Court Order(s) giving rise to Seller’s right to receive the Assigned Payments;
2.6.3. The Annuity Policy or Policies
2.6.4. Updated benefits letter from the Annuity Owner or Annuity Issuer;
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2.6.5. ualified ssignment greement, if applicable;
2.6.6. A statement of independent professional advice (or waiver thereof as applicable);
2.6.7. A signed Spousal Consent Form, executed by Seller’s spouse, if applicable;
2.6.8. A true, correct, complete and legible copy of a valid government issued personal identification,
as proof of Seller’s date of birth and Seller’s age of majority;
2.6.9. A true, correct, complete and legible copy of Seller’s social security card or evidence of Seller’s
social security number;
2.6.10. Proof of Seller’s domicile;
2.6.11. 9 tax form (if applicable);
2.6.12. Seller’s most recent federal and state tax return (if applicable or available);
2.6.13. True, correct, and legible documents concerning any prior divorce, annulment, marital
separation, property settlement agreement, marriage, premarital agreement, custody,
guardianship, trusteeship, bankruptcy, assignment for benefit of creditors, or other legal
processing affecting Seller’s capacity or title to the Assigned Payments; and
2.6.14. Such other documentation and information reasonably requested by Purchaser depending on
situational circumstances.
2.7. Special Irrevocable Durable Power of Attorney. Seller, by execution of this Agreement, hereby
constitutes, appoints, and grants to Purchaser any successors, assigns, agents, or designees of
Purchaser, a Special rrevocable Durable Power of Attorney full powers of substitution as Seller’s
Attorney Fact o do any and all things necessary and take such action in the name and on behalf of
Seller to carry out the intent of this Agreement, including, without limitation, authority to
accept, sign, endorse, negotiate, and/or transfer without restriction in Seller’s name and on behalf of
Seller he authority to negotiate, endorse, and execute check , drafts or other instruments in
Seller’s name the power and right to alter, edit, and change payment instructions and/or
beneficiary designations. Seller understands and acknowledges that, by executing this Agreement
Seller is granting Purchaser the power and right to perform, in Purchaser’s sole discretion, any other
in Seller’s name as deemed necessary and/or expedient by Purchaser to obtain all the benefits
contemplated by this Agreement and to do all acts and things that Purchaser might do regarding the
Assigned Payments, including any and all rights Seller has with respect to the Assigned Payments under
the Settlement Documents and Annuity Policy, including, without limitation, the power t institute,
maintain, compromise, settle and terminate any litigation or other legal proceeding related to the
Assigned Payments. This Power of Attorney will be irrevocable until Purchaser has received all of the
Assigned Payments, and is coupled with an interest and shall survive the death, disability incompetence
incapacitation of Seller.
2.8. Beneficiary Designation. Seller acknowledges and agrees to designate Purchaser as the beneficiary to
the Assigned Payments Seller acknowledges and agrees that Purchaser or its assigns is entitled to
receive the Assigned Payments. As beneficiary to the Assigned Payments, Purchaser shall be entitled to
receive the Assigned Payments to the exclusion of any beneficiary, heir, executor, representative, or
dependent of Seller, even if Seller is no longer living at the time the Assigned Payments become due.
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Seller acknowledges and agrees to execute such beneficiary designation form as may be required by
the Annuity Issuer or Annuity Owner to carry out the intent of this provision.
2.9. Disclosure of Dependents. Seller has disclosed to Purchaser the true and correct identity and age of
Seller’s spouse, minor children, and any other dependents of Seller.
2.10. Guaranteed Assigned Payments. If Purchaser is purchasing uaranteed Assigned Payments (the
Guaranteed Payments”) from Seller, eller acknowledges and understands the Guaranteed Payments
are to be paid to Purchaser or its ssignee or assigns, irrespective o whether or not Seller is alive on
the due date of such Assigned Payments. Seller hereby acknowledges and understands that Seller is
giving up its rights to the Guaranteed Payments, and the rights of Seller’s heirs, successors,
beneficiaries, executors, representatives and/or dependents, as identified in Section 2.8, to the
Guaranteed Payments.
2.11. Life Contingent Assigned Payments. the Assigned Payments of this Transaction are ontingent
Assigned Payments, such Assigned Payments are due and payable to Purchase only if Seller is alive on
the due date of such Assigned Payments. This Transaction will be subject to a medical underwriting
review. Purchaser will provide Seller with a separate release in accordance with the Health Insurance
Portability and Accountability Act of 1996 (“HIPPA . Once Seller executes the release, Seller will be
asked questions about medical history. Seller must provide full, complete, and accurate responses to
all medical questions, as Purchaser will rely upon such answers and full cooperation in determining
Seller’s eligibility for this Transaction. If Seller does not meet the standards for this Transaction,
Purchaser will inform Seller of the same and Purchaser will cancel the Transaction at no additional cost
to Seller. If Seller dies prior to the Closing Date or payment of the Purchase Price of the Life Contingent
Assigned Payments, then Purchaser will have no obligation to pay the Purchase Price for the Life
Contingent Payments and the Transaction will be cancelled at no additional cost or obligation to Seller
or Seller’s estate. Seller agrees to comply with the medical underwriting process. In the event Purchaser
or its assigns purchase or require Seller to purchase nsurance olicy to protect Purchaser or its
assigns against the life contingency associated with the Life Contingent Assigned Payments, Purchaser
shall not purchase or cause or permit Seller to purchase such ife nsurance Policy any insurer that
Purchaser knows to be affiliated with the Annuity Issuer, Annuity Obligor or Annuity Owner.
Additionally, to the extent that Purchaser may be required to comply with certain procedu for
periodically confirming Seller’s survival, Seller agrees to fully cooperate with such procedures in the
future.
2.12. Grant of Security Interest THIS IS NOT A LOAN. Purchaser and Seller acknowledge and agree that the
sale and transfer herein contemplated constitutes a sale of the Assigned Payments, and not a loan,
conveying good title thereto free and clear of any liens and encumbrances from Seller to Purchaser. In
connection with the rights granted to Purchaser hereunder, Seller hereby grants a first priority,
perfected and continuing security interest in all of Seller’s right, title and interest in and right to receive
all of the Assigned Payments (the “Collateral”) to Purchaser, or its assigns, to the extent such grant is
permitted under applicable law. In addition, Seller authorizes Purchaser, its subsidiaries, affiliates
and/or its assigns to make all filings and to take all other actions that Purchaser and/or assigns, in its
discretion, deems necessary or proper to complete the Transaction contemplated in this Agreement
and to perfect the sale of the Assigned Payments including, without limitation, filing a UCC 1 against
the Assigned Payments.
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CLOSING; CONDITIONS OF CLOSING
3.1. Closing. The Closing of this Transaction will occur within a reasonably practicable time after Purchaser
has determined, in its sole and absolute discretion, that all of the Conditions of Closing set forth in
Section 3. have been satisfied, including but not limited to obtaining a Court Approval and verification
that the Annuity Issuer or Annuity Obligor will comply with said Court Order. At any time before Closing,
Purchaser has the sole and absolute discretion to cancel this Agreement without further obligation to
Seller if ( ) Seller does not satisfy all obligations under this Agreement; or ( ) as otherwise permitted in
this Agreement. Seller agrees to use its best efforts to take such actions, or refrain from taking such
actions, as requested by Purchaser, which are reasonably necessary to secure the Court Approval of
this ransaction and comply with all onditions of Closing in accordance with this Agreement.
3.2. Closing Date. Seller hereby acknowledges that the Closing is based on certain contingencies, which
could delay the timing of Closing. Seller and Purchaser may be required to take various actions as
necessary to satisfy, perform, or fulfill said the conditions and contingencies required to close th
ransaction, including Court Approval. Given that losing is contingent upon obtaining Court Approval,
the exact date on which Closing will occur is not possible to determine at this time. he Closing ate
could be continued thirty (30) days or longer for the Court to review and approve the Agreement and
the transfers contemplated therein.
3.3. Delivery of Assigned Payments. On Closing, Seller will delivery and assign, and Purchaser will accept,
the Assigned Payments. Seller agrees and acknowledges that at Closing, title to the Assigned Payments
will be good and marketable, free and clear of all claims, liens, mortgages, or encumbrances of any kind.
3.4. Conditions of Closing. The following conditions precedent of losing have been included for Purchaser’s
benefit. The conditions set forth herein may be waived in whole or in part by Purchaser in writing at
any time at Purchaser’s sole discretion. It shall be a condition to Purchaser’s obligation to complete the
ransaction subject to this Agreement that at the time of osing on the Closing Date:
3.4.1. Court Approval of Transaction. Seller understands and acknowledges that the ransaction
must be approved by a court of competent jurisdiction in accordance with the applicable state
transfer statute and must be structured, consummated, closed and court approved in
accordance with certain applicable federal laws. A further condition and contingency to Closing
is that Seller or Purchaser have received a final Court Order, judgment or decree approving the
sale, assignment, and transfer of the Assigned Payments to Purchaser. Seller shall cooperate
with and assist Purchaser in securing said Court Order. If the Court Order is denied, Purchaser
may, but shall have no obligation to, appeal such denial. If Purchaser does pursue an appeal of
such denial, Seller shall fully cooperate and assist Purchaser in connection with said appeal.
3.4.2. Absence of Liens. The Annuity and Assigned Payments must be free and clear of all claims,
including any liens on, judgments against, or claims against Seller or the Annuity Policy
(collectively, “Adverse Claims”), liens, mortgages, or encumbrances
3.4.3. Performance of Obligations. The Seller shall have performed, observed, satisfied and complied
with all covenants under this Agreement and the Transaction Documents on or before the
Closing Date.
3.4.4. Delivery of Documents. Seller has provided to Purchaser duly executed originals, including
all attachments and exhibits, or verified true and correct copies of the documents enumerated
in Section 2.6 and any other document reasonably requested by Purchaser. Furthermore,
Purchaser has received the final results of Seller’s Inspection searches as identified in Section
5.7 including but not limited to credit, PACER, lien, judgment, and other searches.
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3.4.5. Representations and Warranties. All of Seller’s representations and warranties in this
Agreement shall be true and correct on and as of the Closing Date with the same effect as
though such representations and warranties were made on and as of the Closing Date.
3.5. Holdback. Purchaser or its assigns, may, in its own discretion, withhold an amount from the Purchase
Price equal to the amount of the payments to be scheduled within (6) months after Closing, an
amount equal or no more than the first (6) monthly payments or the amount of the first assigned
lump sum payment to be received by Purchaser hereunder, until such time as the first payment is
received by Purchaser. Within five ( business days after receipt by Purchaser of the first monthly
payment directly from the Annuity Owner, Purchaser shall release such funds withheld from the
Purchase Price to Seller. Purchaser, or its assigns, shall have the right to retain funds sufficient to cover
any payments not received.
3.6. Assignment Purchaser may assign all its right, title and interest in the Agreement and the Assigned
Payments to a third party purchaser ( ssignee”). Purchaser will remain liable to Seller for all
obligations of Purchaser under the Agreement in the event an assignment is made by Purchaser.
Purchaser may effectuate the assignment either before or after Closing, and without any requirement
of prior consent from or notice to Seller. Seller shall not have the power to assign any of its rights or
obligations under the Agreement and the Assigned Payments.
REPRESENTATIONS AND WARRANTIES; SURVIVAL OF OBLIGATIONS
4.1. Representations and Warranties of Seller. Seller represents and warrants as follows:
4.1.1. Authority to Assign has full power and authority to enter into this Agreement and assign
the Assigned Payments to Purchaser. Seller has entered into this Agreement under Seller’s own
free will without undue influence or duress and is not entering into this Agreement under th
influence of drugs or alcohol.
4.1.2. Competency. Seller has reviewed and understands the terms and effects of this Agreement and
Seller is competent to enter into this Agreement.
4.1.3. Free and Clear Title. Seller owns the Assigned yments free and clear of any liens, claims, or
other encumbrances. No other person, firm, or corporation claims a lien, right, title, or interest
of any kind in the Assigned Payments. Seller has not previously sold, transferred, assigned,
pledged, encumbered, mortgaged, or granted a security interest in any of the Assigned
Payments.
4.1.4. Settlement Documents. The Seller has attempted to secure and provide to Purchaser true and
correct copies of the Settlement Documents, including all amendments, supplements,
addendums, or modifications to the same and have not been changed or altered in any way.
4.1.5. Attempts to Assign; Prior Negotiations Except as specifically disclosed to Purchaser in
writing, Seller has not attempted to sell, assign, tran fer, or convey any of the Assigned
Payments to any other person or entity. To the extent Seller has previously had discussions or
negotiations with other persons or entities regarding the possible sale, assignment, transfer or
other conveyance of the Assigned Payments or Settlement Payments, Seller presents and
warrants that all such discussions or negotiations have ceased and any and all contracts,
agreements, letters of intent or other documents relative to said discussions or negotiations
have been cancelled, terminated, rescinded or were never executed.
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4.1.6. Bankruptcy. Seller has not filed, and does not intend to file, for bankruptcy, insolvency,
reorganization, receivership, or other similar proceeding.
4.1.7. Judgments or Legal Actions. Seller has no lawsuits pending or threatened against Seller or
affecting the Seller the Assigned Payments, or the Settlement ayments Seller has no
unsatisfied and/or outstanding judgments or liens against Seller or affecting the Seller, the
Assigned Payments, or the Settlement Payments except for those disclosed to Purchaser by
Seller in writing.
4.1.8. Tax Liens. Seller has paid all federal, state, and local taxes due through and including the date
hereof and Seller is not subject to any tax liens.
4.1.9. Child Support Obligation Sellers is not behind, in default or indebted for any child support
arrearage or lien
4.1.10. Marital Status. The current marital status of the Seller and the full and correct name and
mailing address of Seller’s spouse, if any, is set forth in the Transaction Documents. If Seller
has been divorced or if any of Seller’s marriages have been annulled, Seller, prior to Closing,
shall provide to Purchase a true, correct, complete and legible copy of the Seller’s divorce or
annulment decree(s) and any related settlement documents and agreements.
4.1.11. Other Legal Proceedings. Seller will furnish to Purchaser true, correct and complete documents
concerning or affecting Seller’s capacity or ability to enter into this Agreement or transfer and
n the Assigned Payments.
4.1.12. Violation of Law. The execution and delivery of this Agreement and the Transaction
Documents by Seller and the closing of said ransaction does not violate any statute or
regulation. The Annuity Policy, including the Assigned Payments subject to this Agreement have
not been obtained or created in any fashion which would violate any state, federal or local law
and there are no legal or equitable defense to the payment of the Annuity Payments to Seller.
4.1.13. No Breach of Settlement Documents. The execution and delivery of this Agreement and the
Transaction Documents by Seller at the closing of this ransaction does not and will not
constitute a breach of, or result in a default under the Settlement Documents, or give rise to a
right of termination or cancellation under the Settlement Documents.
4.1.14. Place of Residence. Seller represents and warrants that Seller resides in the State designated
in the Terms Rider.
4.1.15. Workman’s Compensation Claim. Seller is not receiving the Settlement Payments as a result of
a workman’s compensation claim.
4.1.16. Accurate and Current Information. All information contained in this Agreement and all exhibits
hereto is true and correct. If any of these statements becom ntrue prior to the Closing, Seller
agrees to notify Purchaser in writing immediately.
4.1.17. Consideration of Transaction. Seller represents and warrants to having ample time to consider
the transfer and sale of the Assigned Payments, understand and agree to the terms of this
Agreement, Disclosure Statement and Transaction Documents.
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4.1.18. Background Screening. Seller authorizes Purchaser to obtain and perform credit checks and
obtain credit reports on the Seller and perform other investigations including, without
limitation, lien searches, UCC filings, searches for abstracts of judgments or other claims against
the Seller, criminal background checks, child support obligations, checks for court records and
contacting Seller’s present and previous employers, landlord, creditors and references.
4.2. Disclosure Statement. Seller acknowledges receipt of Disclosure Statement(s) containing important
information regarding this ransaction. All Disclosure Statements in which Purchaser may receive from
Seller in connection with this ransaction as required by applicable law are a material part of and
incorporated by into this Agreement, so that it shall be read as if the contents of each Disclosure
Statement were stated in full in the body of this Agreement.
4.3. Survival of Obligations. The representations, warranties, agreements, acknowledgments, waivers and
disclaimers contained in this Agreement will survive the Closing Date and will remain in full force and
effect until the expiration of any applicable Statute of Limitations.
ADDITIONAL ACKNOWLEDGMENTS OF SELLER
5.1. Independent Advice. Seller acknowledges and agrees that Seller has advised by Purchaser to seek
independent professional advice regarding the ransaction contemplated in this Agreement. Seller
acknowledges and agrees that Seller has ( ) had the opportunity to receive legal, tax, financial,
accounting and/or business or personal advise regarding ransaction contemplated by this
Agreement from Seller’s own legal, ta , financial, accounting and/or other advisors and has either
received such advice or has knowingly and voluntarily waived and declined the opportunity to seek such
advice; Seller has not received any financial, accounting, tax, legal, business, or other advice from
the Purchaser; Seller has not relied on any representations or statements made by Purchaser,
Purchaser’s agents or attorneys in connection with this ransaction or the tax consequences thereof;
Seller has relied solely upon the advice of Seller’s own financial, tax, legal, business, and other
advisors in entering this Agreemen
5.2. Access to Information. Seller authorizes Purchaser to contact the Annuity Obligor, Annuity Issuer
and/or Annuity Owner and any other person or entity to verify any and all information relative to the
ttlement Payments and/or Annuity Payments.
5.3. Binding Effect. Subject to the restrictions on transfers and encumbrances set forth herein, all of the
terms, provisions, covenants and conditions of this Agreement Transaction Documents, and Closing
Documents shall be binding upon and inure to the benefit of and be enforceable by the parties hereto
and their heirs, executors, administrators, successors, legal representatives and permitted assigns.
5.4. Indemnification. Seller on behalf of Seller individually and Seller’s heirs, executors, administrators,
representatives, successors, and assigns agree to release, indemnify and hold Purchaser harmless
against all claims, loss, damages or expenses, including reasonably attorney fees, which Purchaser may
incur as a result of any breach or failure of any representation or warranty contained hereunder or as
a result of any breach of any term or provision of the Agreement.
5.5. Further Acts and Assurances Seller will cooperate with Purchaser to do everything necessary to
complete this ransaction. Before or after the Closing Date, Seller will not withdraw cash from, borrow
against, or change the Assigned Payments or any related assets including any annuity supporting or
funding the Assigned Payments.
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5.6. Waiver and Release of Restrictions on Assignability. Seller hereby acknowledges that Seller’s
Settlement Documents may have been entered into prior to the enactment of the relevant Structured
Settlement Protection Act(s) similar statute Accordingly, Seller’s Settlement Documents may
contain provision(s) restricting or purporting to restrict Seller’s right to assign. Selle hereby
acknowledges that, to the extent the Settlement Documents contain any restriction on the ability, right
or power of Seller to assign, sell, transfer, mortgage, encumber, alienate or convey the Assigned
Payments, that such restrictions were put in place and included in the Settlement Documents for
Seller’s benefit and not for the benefit of other individuals. Seller, on behalf of his/herself and Seller’s
heirs, beneficiaries, executors, administrators, successors, and legal representatives hereby WAIVES
AND RELEASES l rights and benefits of the Seller in, to, or under, any and all restrictions on assignability
contained in the Settlement Documents. Seller hereby acknowledges and agrees that Seller shall not
raise, assert or claim any such rights or restrictions against Purchaser in the future. To the extent that
any such restrictions on assignability were included to insure favorable tax treatment or benefit for
Seller or for any other purpose, Seller acknowledges that Seller is not relying upon any representation
or warranty of the Purchaser with respect to the tax consequences of the ransaction or waiver
contained therein.
5.7. Inspection. Purchaser shall have the right to conduct one or more inspections, including but not limited
to judgment, lien, UCC, bankruptcy, tax and credit bureau searches (the “Inspections”) to enable
Purchaser to determine whether any liens or judgments or any Adverse Claims were filed against Seller,
the Annuity, or the Assigned Payments Seller hereby gives authorization for Purchaser to conduct the
Inspections. Purchaser, in its sole discretion, will be entitled to discharge any Adverse Claims prior to or
at the time of closing by making payment in the amount necessary to satisfy such Adverse Claims. If
Purchaser makes payment(s) to satisfy Adverse Claims, the Purchase Price will be reduced by the
amount of any such payment. If an undisclosed Adverse Claim affecting the Assigned Payments arises
or is discovered after the Purchase Price is paid to Seller, Seller agrees to indemnify Purchaser or its
assigns from any and all resulting losses or encumbrances and hol Purchaser or its assigns harmless
from any and all resulting losses, shortfalls, or other encumbrances. Purchaser shall be under no duty
or obligation to perform any such Inspection and Seller shall place no reliance on Purchaser’s actions in
doing so.
TERMINATION
6.1. Purchaser’s Right to Termination. Purchaser may cancel, terminate, and/or rescind this Agreement at
any time up until the Court Order has been signed by or secured from the Court. In the event of
termination of the Agreement as provided herein, this Agreement shall have no further force or effect,
and there shall be no liability or obligation on the part of any of the parties hereto or any of their
respective officers, directors, employees, agents, attorneys, partners, trustees, affiliates, or associates.
6.2. Seller’s Default. In the event Seller fails to satisfy any obligation under the Agreement in a timely
manner, or if Seller is in breach of any representation or warranty in this Agreement, Purchaser may
declare Seller to be in default under this Agreement, in which Purchaser may elect to cancel, terminate,
and/or rescind the Agreement, as provided in Section 6.1.
6.3. Seller’s Right to Rescind. eller may elect to cancel, terminate and/or rescind this Agreement as
permitted by applicable state law. To cancel this Agreement, Seller must provide Purchaser a signed
notice confirming the Seller’s desire to cancel, terminate and/or rescind the Agreement. Any advances
or promotional items given to Seller by Purchaser in connection with the Transaction must be returned
to Purchaser upon notification of Seller’s desire to cancel, terminate, and/or rescind the Agreement.
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WAIVER; AMENDMENTS; SEVERABILITY
7.1. Non Waiver. Except as otherwise expressly provided herein, no waiver of any covenant, or provision of
this Agreement or any Transaction Document shall be deemed to have been made unless expressly in
written agreement signed by both Seller and Purchaser. The failure of any arty to require performance
of any provisions of this Agreement or any Transaction Document shall in no way affect the right to
enforce the same.
7.2. Amendments No provision of this Agreement or any Transaction Document may be amended,
modified or waived except by written agreement signed by Seller and Purchaser.
7.3. Severability. In the event any provision of this Agreement or any Transaction Document is held to be
unenforceable or invalid to any extent, such provision shall be construed to be modified so as to best
accomplish the objectives of the orig
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CAUSE NO. __________ IN THE DISTRICT COURT OF IN RE: FORT BEND COUNTY, TEXAS NOBILITY SETTLEMENT FUNDING, LLC _______ JUDICIAL DISTRICT APPLICATION FOR APPROVAL OF TRANSFER OF STRUCTURED SETTLEMENT PAYMENT RIGHTS Applicant Nobility Settlement Funding, LLC Nobility” or “Transferee”) files this Application for Approval of Transfer of Structured Settlement Payment Rights pursuant to Chapter 141 of the Texas Civil Practice & Remedies Code (the “Texas Transfer Statute”) and requests that the Court approve a transfer of the right to receive certain future structured settlement payments. In support of this Application, Nobility would respectfully show the Court as follows: Discovery Control Plan Although it is anticipated that no discovery will be necessary in this case, pursuant to Tex. R. Civ. P. Rule 190, this case should be governed by Discovery Control Plan 2. Parties Applicant Nobility is the proposed Transferee as defined by Section 141.002(21) of the Texas Transfer Statute. (“Payee”) is the Payee as defined by Section 141.002(9) of the Texas Transfer Statute. Payee is years old and currently resides in Fort Bend County, Texas. American General Life Insurance Company AGLIC” or “Annuity Issuer”) is the Annuity Issuer as defined by Section 141.002(1) of the Texas Transfer Statute. American General Annuity Service Corporation AGASC” or “Structured Settlement Obligor”) is the Structured Settlement Obligor as defined by Section 141.002(15) of the Texas Transfer Statute. APPLICATION FOR APPROVAL OF TRANSFER OF STRUCTURED SETTLEMENT PAYMENT RIGHTS Page Venue and Jurisdiction Venue and jurisdiction are proper in District Court in Fort Bend County, Texas because the Payee resides in Fort Bend County, Texas. According to the Section 141.002(2) of the Texas Transfer Statute, this application is properly brought in the statutory county court, statutory probate court, or district court of the county in which the Payee resides. Redaction of Personally Identifiable Information and Request for Issuance of Order Under Temporary Seal Payee’s personally identifiable information has been redacted from this Application pursuant to Section 141.006(d) of the Texas Transfer Statute. A written request by Payee to conceal the personally identifiable information from public inspection is attached hereto as Exhibit A. Nobility will provide the court and each interested party required to receive notice under Section 141.006(b) of the Texas Transfer Statute complete, unredacted copies of the application and all other pleadings in the time provided by the Texas Transfer Statute. Furthermore, pursuant to Section 141.006(d)(2) of the Texas Transfer Statute, Nobility requests that with respect to any order issued approving or denying this Application, a copy of the order be filed as part of the public record with the personally identifiable information redacted. At the same time as the filing of the redacted order, Nobility requests that an unredacted copy of the order be issued under seal, with an unredacted copy of the order provided to Nobility d all interested parties. List of Dependents Payee is and has the following dependents as defined by the Texas Transfer Statute: APPLICATION FOR APPROVAL OF TRANSFER OF STRUCTURED SETTLEMENT PAYMENT RIGHTS Page Statement of Facts Payee was involved in the settlement of a lawsuit/claim (the “Settlement”) whereby Payee became entitled to receive certain structured periodic settlement payments. (The payments due and payable to Payee under the Settlement shall hereafter be referred to as the “Settlement Payments.”) In accordance with the Settlement, the obligation to make the Settlement Payments was assigned to and assumed by AGASC. AGASC then purchased an annuity (“the Annuity”), from AGLIC to fund its obligations to make the Settlement Payments to Payee under the Settlement. Payee receives the Settlement Payments directly from AGLIC In return for the payment of a lump sum, Payee has agreed to transfer and assign to Nobility the right to receive certain Settlement Payments as follows: (The payments which are being transferred to Nobility pursuant to the Transfer Agreement, as defined below, and which are the subject of this court proceeding, shall hereafter be referred to as Assigned Payments.”) Payee executed a Structured Settlement Payment ights Purchase and Sale Agreement dated on or about October 16, 2023, in which the Payee agreed to assign and transfer Assigned Payments to Transferee and/or its successors and assigns. This document constitutes a Transfer Agreement as defined by Section 141.002(19) of the Texas Transfer Statute (hereinafter referred to as the “Transfer Agreement” and attached hereto as Exhibit B). APPLICATION FOR APPROVAL OF TRANSFER OF STRUCTURED SETTLEMENT PAYMENT RIGHTS Page 14. Nobility timely provided to the Payee a written disclosure statement in accordance with Section 141.003 of the Texas Transfer Statute, more than three (3) days prior to the date on which the Payee executed the Transfer Agreement (hereinafter referred to as the “Disclosure Statement,” and attached hereto as Exhibit C). 15. The transfer is in the best interests of the Payee, taking into account the welfare and support of the Payee’s dependents, if any. 16. Payee was advised in writing to seek independent professional advice regarding the financial, legal, and tax implications of the transfer, and the Payee has either received independent professional advice or has knowingly waived the advice in writing. A copy of the Payee’s Statement of Independent Professional Advice is attached hereto as Exhibit D. 17. This transfer complies with the Texas Transfer Statute, and does not contravene any applicable federal or state statute or the order of any court or other governmental or responsible administrative authority. (A copy of the Texas Transfer Statute is attached hereto as Exhibit E.) 18. At least twenty (20) days prior to the hearing for approval of the transfer, the Transferee will provide written notice of the hearing to the Annuity Issuer, the Structured Settlement Obligor, and all other interested parties, if any, and will file same with the Court pursuant to Section 141.006 of the Texas Transfer Statute. Specifically, the Annuity Issuer, the Structured Settlement Obligor, and all interested parties will be provided with the following documents and information pursuant to Section 141.006 of the Texas Transfer Statute: A. A copy of this Application for Approval of Transfer of Structured Settlement Payment Rights; B. A copy of the Transfer Agreement; C. A copy of the Disclosure Statement required by Section 141.003 of the Texas Transfer Statute; D. A list of the Payee’s dependent(s), together with each dependent’s age, if any; APPLICATION FOR APPROVAL OF TRANSFER OF STRUCTURED SETTLEMENT PAYMENT RIGHTS – Page 4 E. Notification that any interested party is entitled to support, oppose, or otherwise respond to this Application, either in person or by counsel, by submitting written comments to the Court or by participating in the hearing; and F. Notification of the time and place of the hearing and notification of the manner in which and the time by which written responses to the Application must be filed in order to be considered by the Court. Prayer Based upon the foregoing, Nobility Settlement Funding, LLC requests that the Court grant this Application and approve the transfer to Nobility of the Assigned Payments. Nobility Settlement Funding, LLC further requests that any final order(s) entered in this case relative to this Application be maintained under temporary seal in accordance with Section 141.006(d)(2) of the Texas Transfer Statute. Respectfully submitted, VASSAR, MCCOWN, DEAR & SICOTTE, L.L.P. 15851 Dallas Parkway, Suite 525 Addison, TX 75001 Telephone - (972) 371-2411 Fax - (972) 371-2410 Email – transfers@vmdslaw.com /s/ J. Brian Dear By: ___________________________ J. Brian Dear State Bar No. 24032117 David S. Vassar State Bar No. 20503175 ATTORNEYS FOR NOBILITY SETTLEMENT FUNDING, LLC APPLICATION FOR APPROVAL OF TRANSFER OF STRUCTURED SETTLEMENT PAYMENT RIGHTS – Page 5 Fmihe1more, I request address, including other pleadings, order filed settlement payment ETTLEMENT AYMENT IGHTS URCHASE AND ALE This Structured Settlement Payment Rights Purchase and Sale Agreement Purchase and Sale Agreement”) and Terms Rider attached and incorporated herein (collectively, the “Agreement”) is a contract between (hereinafter referred to as “Seller”, “ ”, or “Your”) and Nobility Settlement Funding, LLC, and/or its successors and designated assigns (hereinafter referred to as “Purchaser or “ ”). This Agreement is dated and effective as of and upon Seller’s execution of this Agreement (or the date otherwise required by applicable law). NOW THEREFORE, in consideration of the mutual covenants, promises, representations, warranties, and agreements contained in this Agreement and the other Transaction Documents, and subject to the terms, conditions, provisions, and contingencies as set forth in this Agreement and in other Transaction Documents, the receipt and sufficiency of which is hereby acknowledged, the Parties, for good and valuable consideration, agree, covenant, consent, and promise as follows: DEFINITIONS 1.1. Agreement means this Purchase and Sale Agreement the Terms Rider attached hereto as Schedule “A”, and the Disclosure Statement Also referred to as “Agreement Documents 1.2. Annuity Documents means all documents and information related to the Annuity and Assigned Payments, including applicable Settlement Documents and the documents listed in Section 2.6. 1.3. Annuity Issuer means the insurance company that issued the Annuity Policy to be used to fund periodic payments under a structured settlement, and is responsible for making the Settlement Payments to 1.4. Annuity Policy means the policy purchased by the Annuity Obligor to ensure that the Settlement Payments are made to You as required by the Settlement Documents 1.5. Annuity Obligor means the party who has the continuing legal obligation to make future Settlement ayments under a structured settlement agreement or a qualified assignment agreement. The Annuity Obligor may or may not be the Annuity Owner i.e., owner of the Annuity Policy 1.6. Assigned Payments means only those certain Settlement yments to be sold, assigned, and transferred under this Agreement and as set out in the Terms Rider. 1.7. Closing means the closing of this ransaction on a date designated by the Purchaser, which shall be as soon as reasonably practicable after entry of the Court Approval and verification that the Annuity Obligor/Annuity Issuer will comply with said Court Order, and after the Purchaser, in its sole and absolute discretion, has determined that all of the Conditions of Closing set forth in Section 3.4 have been satisfied, have occurred, and/or have been performed and complied with. 1.8. Closing Date means the day on which the Purchase Price with any adjustments as necessary) is paid to You, as provided in Section 3.2 1.9. Closing Documents means any documents necessary to carry out the purchase of the Assigned Payments, other than the “Agreement Documents” as defined in Section 1. 1.10. Court Approval means a final, non appealable, legally binding court order issued by a judge or properly empowered administrative officer, approving the sale of the Assigned Payments to Purchaser, in a court of competent jurisdiction. Also referred to as “Court Order Page of 1.11. Disclosure Statement means the document which contains important information regarding the Purchased Payments, expenses, Purchase Price, and other statements about this ransaction as required by law. 1.12. Party means either You Purchase Parties means both You and Purchaser, collectively. 1.13. Purchase Price means the price set out in the Terms Rider, as good and valuable consideration to You for the sale, transfer and assignment of the Assigned Payments to Purchaser. 1.14. Purchaser means the company identified on the first page of this Agreement including any of its successors assigns, and designees in which You agree to sell, transfer and assign You right to receive the Assigned Payments identified in Terms Rider and Disclosure Statement. Also referred to as “ ” or 1.15. Seller means the individual identified on the first page of this Agreement agreeing to sell, transfer and assign the right to receive the Assigned Payments identified in the Terms Rider and Disclosure Statement Also referred to as “You or “Your 1.16. Settlement Documents means any agreement and any accompanying documentation that You and the Annuity Obligor signed in resolution of Your underlying claim, including but not limited to, the Settlement Agreement and Release, Qualified Assignment Agreement, the Annuity, and any agreements, releases, letters, assignments, judgments, orders, decrees and other documents which evidence the Settlement Payments, Annuity Payments, and the payment obligations of the Annuity Obligor, Annuity Owner, and Annuity Issuer. 1.17. Settlement Payments means periodic payments Seller became entitled to under the Settlement Agreement or Settlement Documents as a result of the settlement of the underlying claim Also referred to as Periodic Payments 1.18. Terms Rider means the document attached herein as Schedule “A” 1.19. Transaction means the transfer, sale and assignment of the Assigned Payments by You to Purchaser, as described in this Agreement. 1.20. Transaction Documents means the Agreement Documents, as defined in Section 1. and any and all other agreements, letters, contracts, pleadings, affidavits, and other documents executed, signed and/or submitted by the Seller in connection with the Transaction. 1.21. means the Uniform Commercial Code in effect in the state where You reside unless by reason of mandatory provisions of law any or all of the attachment, perfection or priority of Your security interest in the Assigned Payments and other related rights (collectively, “Collateral”) governed in a jurisdiction other than the State where You reside, in which case the Uniform Commercial Code in such other jurisdiction shall apply. [ Space contextually left blank ] Page of PURCHASE AND SALE OF THE ASSIGNED PAYMENTS 2.1. Agreement to Purchase and Sale. Upon execution of this Agreement and subject to certain conditions including Court Approval, Seller agrees to sell, transfer and assign to Purchaser all of Seller’s rights, title and interest in the Assigned Payments and related rights arising out of the Annuity Documents set forth in the Terms Rider Seller agrees to make such sale, transfer and assignment of the Assigned Payments to Purchaser free and clear of any and all right, title, interest or claim in or to the Assigned Payments or any lien, pledge mortgage, security interest, charge, adverse claim, right or equity of redemption, or other encumbrance relative to the Assigned Payments. 2.2. Purchase Price. In consideration for the sale, transfer and assignment of the Assigned Payments to Purchaser of Seller’s right, title and interest in the Assigned Payments, and the other promises, covenants and agreements of Seller contained herein, Purchaser agrees to pay to Seller the Purchase Price, as set forth in the Terms Rider. Purchaser will pay the Purchase Price to Seller upon Closing. 2.3. Payment of Purchase Price. Upon Closing, Purchaser agrees to pay Seller the Purchase Price via wire transfer or check, pursuant to Seller’s payment instructions. The Purchase Price to be paid to Seller at the Closing Date is subject to any and all Purchase Price reductions or advances, as identified in Section 2.4, and/or any satisfaction of judgments, charges or encumbrances, if any, as identified in Section 2.5, in exchange for the Assigned Payments. 2.4. Purchase Price Adjustment; Advances. Seller acknowledges and agrees that in the event Seller receives any of the Assigned Payments or a portion thereof at or prior to Closing, Seller will keep those payment(s) and the Purchase Price will be reduced by the amount of the Assigned Payments received by Seller or a portion thereof. Seller acknowledges and agrees that the Purchase Price may be adjusted by the Purchaser, if necessary, by subtracting an amount equal to the sum of: ( ny of the Assigned Payments received by Seller, or received by a person or entity entitled to receive the Assigned Payments on behalf of Seller, from the date of the execution of this Agreement through Closing; and, if applicable ny payments or advances made to Seller or on behalf and at the request of Seller to a third party, at or prior to Closing. Any advances or payments made to Seller or to third parties on behalf of Seller shall be made, if at all, in Purchaser’s sole and absolute discretion. 2.5. Satisfaction of Judgments, Liens. Seller acknowledges and agrees that in the event that any liens, charges, encumbrances, judgments (including, without limitation, any pledges or assignments) or other claims against Seller or the Assigned Payments should arise or be disclosed, then Seller may be required to satisfy such obligations at or before the Closing Date. Seller acknowledges and agrees that such disbursements for satisfaction of any of the above mentioned obligations against the Seller or the Assigned Payments shall be paid from and deducted from the Purchase Price prior to any disbursement to Seller. 2.6. Access to Documents and Information. Seller agrees to provide Purchaser with copies of all documents and information necessary to complete this ansaction, including but not limited to: 2.6.1. A copy of the underlying settlement agreement and release and/or order approving the underlying settlement; 2.6.2. y Court Order(s) giving rise to Seller’s right to receive the Assigned Payments; 2.6.3. The Annuity Policy or Policies 2.6.4. Updated benefits letter from the Annuity Owner or Annuity Issuer; Page of 2.6.5. ualified ssignment greement, if applicable; 2.6.6. A statement of independent professional advice (or waiver thereof as applicable); 2.6.7. A signed Spousal Consent Form, executed by Seller’s spouse, if applicable; 2.6.8. A true, correct, complete and legible copy of a valid government issued personal identification, as proof of Seller’s date of birth and Seller’s age of majority; 2.6.9. A true, correct, complete and legible copy of Seller’s social security card or evidence of Seller’s social security number; 2.6.10. Proof of Seller’s domicile; 2.6.11. 9 tax form (if applicable); 2.6.12. Seller’s most recent federal and state tax return (if applicable or available); 2.6.13. True, correct, and legible documents concerning any prior divorce, annulment, marital separation, property settlement agreement, marriage, premarital agreement, custody, guardianship, trusteeship, bankruptcy, assignment for benefit of creditors, or other legal processing affecting Seller’s capacity or title to the Assigned Payments; and 2.6.14. Such other documentation and information reasonably requested by Purchaser depending on situational circumstances. 2.7. Special Irrevocable Durable Power of Attorney. Seller, by execution of this Agreement, hereby constitutes, appoints, and grants to Purchaser any successors, assigns, agents, or designees of Purchaser, a Special rrevocable Durable Power of Attorney full powers of substitution as Seller’s Attorney Fact o do any and all things necessary and take such action in the name and on behalf of Seller to carry out the intent of this Agreement, including, without limitation, authority to accept, sign, endorse, negotiate, and/or transfer without restriction in Seller’s name and on behalf of Seller he authority to negotiate, endorse, and execute check , drafts or other instruments in Seller’s name the power and right to alter, edit, and change payment instructions and/or beneficiary designations. Seller understands and acknowledges that, by executing this Agreement Seller is granting Purchaser the power and right to perform, in Purchaser’s sole discretion, any other in Seller’s name as deemed necessary and/or expedient by Purchaser to obtain all the benefits contemplated by this Agreement and to do all acts and things that Purchaser might do regarding the Assigned Payments, including any and all rights Seller has with respect to the Assigned Payments under the Settlement Documents and Annuity Policy, including, without limitation, the power t institute, maintain, compromise, settle and terminate any litigation or other legal proceeding related to the Assigned Payments. This Power of Attorney will be irrevocable until Purchaser has received all of the Assigned Payments, and is coupled with an interest and shall survive the death, disability incompetence incapacitation of Seller. 2.8. Beneficiary Designation. Seller acknowledges and agrees to designate Purchaser as the beneficiary to the Assigned Payments Seller acknowledges and agrees that Purchaser or its assigns is entitled to receive the Assigned Payments. As beneficiary to the Assigned Payments, Purchaser shall be entitled to receive the Assigned Payments to the exclusion of any beneficiary, heir, executor, representative, or dependent of Seller, even if Seller is no longer living at the time the Assigned Payments become due. Page of Seller acknowledges and agrees to execute such beneficiary designation form as may be required by the Annuity Issuer or Annuity Owner to carry out the intent of this provision. 2.9. Disclosure of Dependents. Seller has disclosed to Purchaser the true and correct identity and age of Seller’s spouse, minor children, and any other dependents of Seller. 2.10. Guaranteed Assigned Payments. If Purchaser is purchasing uaranteed Assigned Payments (the Guaranteed Payments”) from Seller, eller acknowledges and understands the Guaranteed Payments are to be paid to Purchaser or its ssignee or assigns, irrespective o whether or not Seller is alive on the due date of such Assigned Payments. Seller hereby acknowledges and understands that Seller is giving up its rights to the Guaranteed Payments, and the rights of Seller’s heirs, successors, beneficiaries, executors, representatives and/or dependents, as identified in Section 2.8, to the Guaranteed Payments. 2.11. Life Contingent Assigned Payments. the Assigned Payments of this Transaction are ontingent Assigned Payments, such Assigned Payments are due and payable to Purchase only if Seller is alive on the due date of such Assigned Payments. This Transaction will be subject to a medical underwriting review. Purchaser will provide Seller with a separate release in accordance with the Health Insurance Portability and Accountability Act of 1996 (“HIPPA . Once Seller executes the release, Seller will be asked questions about medical history. Seller must provide full, complete, and accurate responses to all medical questions, as Purchaser will rely upon such answers and full cooperation in determining Seller’s eligibility for this Transaction. If Seller does not meet the standards for this Transaction, Purchaser will inform Seller of the same and Purchaser will cancel the Transaction at no additional cost to Seller. If Seller dies prior to the Closing Date or payment of the Purchase Price of the Life Contingent Assigned Payments, then Purchaser will have no obligation to pay the Purchase Price for the Life Contingent Payments and the Transaction will be cancelled at no additional cost or obligation to Seller or Seller’s estate. Seller agrees to comply with the medical underwriting process. In the event Purchaser or its assigns purchase or require Seller to purchase nsurance olicy to protect Purchaser or its assigns against the life contingency associated with the Life Contingent Assigned Payments, Purchaser shall not purchase or cause or permit Seller to purchase such ife nsurance Policy any insurer that Purchaser knows to be affiliated with the Annuity Issuer, Annuity Obligor or Annuity Owner. Additionally, to the extent that Purchaser may be required to comply with certain procedu for periodically confirming Seller’s survival, Seller agrees to fully cooperate with such procedures in the future. 2.12. Grant of Security Interest THIS IS NOT A LOAN. Purchaser and Seller acknowledge and agree that the sale and transfer herein contemplated constitutes a sale of the Assigned Payments, and not a loan, conveying good title thereto free and clear of any liens and encumbrances from Seller to Purchaser. In connection with the rights granted to Purchaser hereunder, Seller hereby grants a first priority, perfected and continuing security interest in all of Seller’s right, title and interest in and right to receive all of the Assigned Payments (the “Collateral”) to Purchaser, or its assigns, to the extent such grant is permitted under applicable law. In addition, Seller authorizes Purchaser, its subsidiaries, affiliates and/or its assigns to make all filings and to take all other actions that Purchaser and/or assigns, in its discretion, deems necessary or proper to complete the Transaction contemplated in this Agreement and to perfect the sale of the Assigned Payments including, without limitation, filing a UCC 1 against the Assigned Payments. [ Space contextually left blank ] Page of CLOSING; CONDITIONS OF CLOSING 3.1. Closing. The Closing of this Transaction will occur within a reasonably practicable time after Purchaser has determined, in its sole and absolute discretion, that all of the Conditions of Closing set forth in Section 3. have been satisfied, including but not limited to obtaining a Court Approval and verification that the Annuity Issuer or Annuity Obligor will comply with said Court Order. At any time before Closing, Purchaser has the sole and absolute discretion to cancel this Agreement without further obligation to Seller if ( ) Seller does not satisfy all obligations under this Agreement; or ( ) as otherwise permitted in this Agreement. Seller agrees to use its best efforts to take such actions, or refrain from taking such actions, as requested by Purchaser, which are reasonably necessary to secure the Court Approval of this ransaction and comply with all onditions of Closing in accordance with this Agreement. 3.2. Closing Date. Seller hereby acknowledges that the Closing is based on certain contingencies, which could delay the timing of Closing. Seller and Purchaser may be required to take various actions as necessary to satisfy, perform, or fulfill said the conditions and contingencies required to close th ransaction, including Court Approval. Given that losing is contingent upon obtaining Court Approval, the exact date on which Closing will occur is not possible to determine at this time. he Closing ate could be continued thirty (30) days or longer for the Court to review and approve the Agreement and the transfers contemplated therein. 3.3. Delivery of Assigned Payments. On Closing, Seller will delivery and assign, and Purchaser will accept, the Assigned Payments. Seller agrees and acknowledges that at Closing, title to the Assigned Payments will be good and marketable, free and clear of all claims, liens, mortgages, or encumbrances of any kind. 3.4. Conditions of Closing. The following conditions precedent of losing have been included for Purchaser’s benefit. The conditions set forth herein may be waived in whole or in part by Purchaser in writing at any time at Purchaser’s sole discretion. It shall be a condition to Purchaser’s obligation to complete the ransaction subject to this Agreement that at the time of osing on the Closing Date: 3.4.1. Court Approval of Transaction. Seller understands and acknowledges that the ransaction must be approved by a court of competent jurisdiction in accordance with the applicable state transfer statute and must be structured, consummated, closed and court approved in accordance with certain applicable federal laws. A further condition and contingency to Closing is that Seller or Purchaser have received a final Court Order, judgment or decree approving the sale, assignment, and transfer of the Assigned Payments to Purchaser. Seller shall cooperate with and assist Purchaser in securing said Court Order. If the Court Order is denied, Purchaser may, but shall have no obligation to, appeal such denial. If Purchaser does pursue an appeal of such denial, Seller shall fully cooperate and assist Purchaser in connection with said appeal. 3.4.2. Absence of Liens. The Annuity and Assigned Payments must be free and clear of all claims, including any liens on, judgments against, or claims against Seller or the Annuity Policy (collectively, “Adverse Claims”), liens, mortgages, or encumbrances 3.4.3. Performance of Obligations. The Seller shall have performed, observed, satisfied and complied with all covenants under this Agreement and the Transaction Documents on or before the Closing Date. 3.4.4. Delivery of Documents. Seller has provided to Purchaser duly executed originals, including all attachments and exhibits, or verified true and correct copies of the documents enumerated in Section 2.6 and any other document reasonably requested by Purchaser. Furthermore, Purchaser has received the final results of Seller’s Inspection searches as identified in Section 5.7 including but not limited to credit, PACER, lien, judgment, and other searches. Page of 3.4.5. Representations and Warranties. All of Seller’s representations and warranties in this Agreement shall be true and correct on and as of the Closing Date with the same effect as though such representations and warranties were made on and as of the Closing Date. 3.5. Holdback. Purchaser or its assigns, may, in its own discretion, withhold an amount from the Purchase Price equal to the amount of the payments to be scheduled within (6) months after Closing, an amount equal or no more than the first (6) monthly payments or the amount of the first assigned lump sum payment to be received by Purchaser hereunder, until such time as the first payment is received by Purchaser. Within five ( business days after receipt by Purchaser of the first monthly payment directly from the Annuity Owner, Purchaser shall release such funds withheld from the Purchase Price to Seller. Purchaser, or its assigns, shall have the right to retain funds sufficient to cover any payments not received. 3.6. Assignment Purchaser may assign all its right, title and interest in the Agreement and the Assigned Payments to a third party purchaser ( ssignee”). Purchaser will remain liable to Seller for all obligations of Purchaser under the Agreement in the event an assignment is made by Purchaser. Purchaser may effectuate the assignment either before or after Closing, and without any requirement of prior consent from or notice to Seller. Seller shall not have the power to assign any of its rights or obligations under the Agreement and the Assigned Payments. REPRESENTATIONS AND WARRANTIES; SURVIVAL OF OBLIGATIONS 4.1. Representations and Warranties of Seller. Seller represents and warrants as follows: 4.1.1. Authority to Assign has full power and authority to enter into this Agreement and assign the Assigned Payments to Purchaser. Seller has entered into this Agreement under Seller’s own free will without undue influence or duress and is not entering into this Agreement under th influence of drugs or alcohol. 4.1.2. Competency. Seller has reviewed and understands the terms and effects of this Agreement and Seller is competent to enter into this Agreement. 4.1.3. Free and Clear Title. Seller owns the Assigned yments free and clear of any liens, claims, or other encumbrances. No other person, firm, or corporation claims a lien, right, title, or interest of any kind in the Assigned Payments. Seller has not previously sold, transferred, assigned, pledged, encumbered, mortgaged, or granted a security interest in any of the Assigned Payments. 4.1.4. Settlement Documents. The Seller has attempted to secure and provide to Purchaser true and correct copies of the Settlement Documents, including all amendments, supplements, addendums, or modifications to the same and have not been changed or altered in any way. 4.1.5. Attempts to Assign; Prior Negotiations Except as specifically disclosed to Purchaser in writing, Seller has not attempted to sell, assign, tran fer, or convey any of the Assigned Payments to any other person or entity. To the extent Seller has previously had discussions or negotiations with other persons or entities regarding the possible sale, assignment, transfer or other conveyance of the Assigned Payments or Settlement Payments, Seller presents and warrants that all such discussions or negotiations have ceased and any and all contracts, agreements, letters of intent or other documents relative to said discussions or negotiations have been cancelled, terminated, rescinded or were never executed. Page of 4.1.6. Bankruptcy. Seller has not filed, and does not intend to file, for bankruptcy, insolvency, reorganization, receivership, or other similar proceeding. 4.1.7. Judgments or Legal Actions. Seller has no lawsuits pending or threatened against Seller or affecting the Seller the Assigned Payments, or the Settlement ayments Seller has no unsatisfied and/or outstanding judgments or liens against Seller or affecting the Seller, the Assigned Payments, or the Settlement Payments except for those disclosed to Purchaser by Seller in writing. 4.1.8. Tax Liens. Seller has paid all federal, state, and local taxes due through and including the date hereof and Seller is not subject to any tax liens. 4.1.9. Child Support Obligation Sellers is not behind, in default or indebted for any child support arrearage or lien 4.1.10. Marital Status. The current marital status of the Seller and the full and correct name and mailing address of Seller’s spouse, if any, is set forth in the Transaction Documents. If Seller has been divorced or if any of Seller’s marriages have been annulled, Seller, prior to Closing, shall provide to Purchase a true, correct, complete and legible copy of the Seller’s divorce or annulment decree(s) and any related settlement documents and agreements. 4.1.11. Other Legal Proceedings. Seller will furnish to Purchaser true, correct and complete documents concerning or affecting Seller’s capacity or ability to enter into this Agreement or transfer and n the Assigned Payments. 4.1.12. Violation of Law. The execution and delivery of this Agreement and the Transaction Documents by Seller and the closing of said ransaction does not violate any statute or regulation. The Annuity Policy, including the Assigned Payments subject to this Agreement have not been obtained or created in any fashion which would violate any state, federal or local law and there are no legal or equitable defense to the payment of the Annuity Payments to Seller. 4.1.13. No Breach of Settlement Documents. The execution and delivery of this Agreement and the Transaction Documents by Seller at the closing of this ransaction does not and will not constitute a breach of, or result in a default under the Settlement Documents, or give rise to a right of termination or cancellation under the Settlement Documents. 4.1.14. Place of Residence. Seller represents and warrants that Seller resides in the State designated in the Terms Rider. 4.1.15. Workman’s Compensation Claim. Seller is not receiving the Settlement Payments as a result of a workman’s compensation claim. 4.1.16. Accurate and Current Information. All information contained in this Agreement and all exhibits hereto is true and correct. If any of these statements becom ntrue prior to the Closing, Seller agrees to notify Purchaser in writing immediately. 4.1.17. Consideration of Transaction. Seller represents and warrants to having ample time to consider the transfer and sale of the Assigned Payments, understand and agree to the terms of this Agreement, Disclosure Statement and Transaction Documents. Page of 4.1.18. Background Screening. Seller authorizes Purchaser to obtain and perform credit checks and obtain credit reports on the Seller and perform other investigations including, without limitation, lien searches, UCC filings, searches for abstracts of judgments or other claims against the Seller, criminal background checks, child support obligations, checks for court records and contacting Seller’s present and previous employers, landlord, creditors and references. 4.2. Disclosure Statement. Seller acknowledges receipt of Disclosure Statement(s) containing important information regarding this ransaction. All Disclosure Statements in which Purchaser may receive from Seller in connection with this ransaction as required by applicable law are a material part of and incorporated by into this Agreement, so that it shall be read as if the contents of each Disclosure Statement were stated in full in the body of this Agreement. 4.3. Survival of Obligations. The representations, warranties, agreements, acknowledgments, waivers and disclaimers contained in this Agreement will survive the Closing Date and will remain in full force and effect until the expiration of any applicable Statute of Limitations. ADDITIONAL ACKNOWLEDGMENTS OF SELLER 5.1. Independent Advice. Seller acknowledges and agrees that Seller has advised by Purchaser to seek independent professional advice regarding the ransaction contemplated in this Agreement. Seller acknowledges and agrees that Seller has ( ) had the opportunity to receive legal, tax, financial, accounting and/or business or personal advise regarding ransaction contemplated by this Agreement from Seller’s own legal, ta , financial, accounting and/or other advisors and has either received such advice or has knowingly and voluntarily waived and declined the opportunity to seek such advice; Seller has not received any financial, accounting, tax, legal, business, or other advice from the Purchaser; Seller has not relied on any representations or statements made by Purchaser, Purchaser’s agents or attorneys in connection with this ransaction or the tax consequences thereof; Seller has relied solely upon the advice of Seller’s own financial, tax, legal, business, and other advisors in entering this Agreemen 5.2. Access to Information. Seller authorizes Purchaser to contact the Annuity Obligor, Annuity Issuer and/or Annuity Owner and any other person or entity to verify any and all information relative to the ttlement Payments and/or Annuity Payments. 5.3. Binding Effect. Subject to the restrictions on transfers and encumbrances set forth herein, all of the terms, provisions, covenants and conditions of this Agreement Transaction Documents, and Closing Documents shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns. 5.4. Indemnification. Seller on behalf of Seller individually and Seller’s heirs, executors, administrators, representatives, successors, and assigns agree to release, indemnify and hold Purchaser harmless against all claims, loss, damages or expenses, including reasonably attorney fees, which Purchaser may incur as a result of any breach or failure of any representation or warranty contained hereunder or as a result of any breach of any term or provision of the Agreement. 5.5. Further Acts and Assurances Seller will cooperate with Purchaser to do everything necessary to complete this ransaction. Before or after the Closing Date, Seller will not withdraw cash from, borrow against, or change the Assigned Payments or any related assets including any annuity supporting or funding the Assigned Payments. Page of 5.6. Waiver and Release of Restrictions on Assignability. Seller hereby acknowledges that Seller’s Settlement Documents may have been entered into prior to the enactment of the relevant Structured Settlement Protection Act(s) similar statute Accordingly, Seller’s Settlement Documents may contain provision(s) restricting or purporting to restrict Seller’s right to assign. Selle hereby acknowledges that, to the extent the Settlement Documents contain any restriction on the ability, right or power of Seller to assign, sell, transfer, mortgage, encumber, alienate or convey the Assigned Payments, that such restrictions were put in place and included in the Settlement Documents for Seller’s benefit and not for the benefit of other individuals. Seller, on behalf of his/herself and Seller’s heirs, beneficiaries, executors, administrators, successors, and legal representatives hereby WAIVES AND RELEASES l rights and benefits of the Seller in, to, or under, any and all restrictions on assignability contained in the Settlement Documents. Seller hereby acknowledges and agrees that Seller shall not raise, assert or claim any such rights or restrictions against Purchaser in the future. To the extent that any such restrictions on assignability were included to insure favorable tax treatment or benefit for Seller or for any other purpose, Seller acknowledges that Seller is not relying upon any representation or warranty of the Purchaser with respect to the tax consequences of the ransaction or waiver contained therein. 5.7. Inspection. Purchaser shall have the right to conduct one or more inspections, including but not limited to judgment, lien, UCC, bankruptcy, tax and credit bureau searches (the “Inspections”) to enable Purchaser to determine whether any liens or judgments or any Adverse Claims were filed against Seller, the Annuity, or the Assigned Payments Seller hereby gives authorization for Purchaser to conduct the Inspections. Purchaser, in its sole discretion, will be entitled to discharge any Adverse Claims prior to or at the time of closing by making payment in the amount necessary to satisfy such Adverse Claims. If Purchaser makes payment(s) to satisfy Adverse Claims, the Purchase Price will be reduced by the amount of any such payment. If an undisclosed Adverse Claim affecting the Assigned Payments arises or is discovered after the Purchase Price is paid to Seller, Seller agrees to indemnify Purchaser or its assigns from any and all resulting losses or encumbrances and hol Purchaser or its assigns harmless from any and all resulting losses, shortfalls, or other encumbrances. Purchaser shall be under no duty or obligation to perform any such Inspection and Seller shall place no reliance on Purchaser’s actions in doing so. TERMINATION 6.1. Purchaser’s Right to Termination. Purchaser may cancel, terminate, and/or rescind this Agreement at any time up until the Court Order has been signed by or secured from the Court. In the event of termination of the Agreement as provided herein, this Agreement shall have no further force or effect, and there shall be no liability or obligation on the part of any of the parties hereto or any of their respective officers, directors, employees, agents, attorneys, partners, trustees, affiliates, or associates. 6.2. Seller’s Default. In the event Seller fails to satisfy any obligation under the Agreement in a timely manner, or if Seller is in breach of any representation or warranty in this Agreement, Purchaser may declare Seller to be in default under this Agreement, in which Purchaser may elect to cancel, terminate, and/or rescind the Agreement, as provided in Section 6.1. 6.3. Seller’s Right to Rescind. eller may elect to cancel, terminate and/or rescind this Agreement as permitted by applicable state law. To cancel this Agreement, Seller must provide Purchaser a signed notice confirming the Seller’s desire to cancel, terminate and/or rescind the Agreement. Any advances or promotional items given to Seller by Purchaser in connection with the Transaction must be returned to Purchaser upon notification of Seller’s desire to cancel, terminate, and/or rescind the Agreement. Page of WAIVER; AMENDMENTS; SEVERABILITY 7.1. Non Waiver. Except as otherwise expressly provided herein, no waiver of any covenant, or provision of this Agreement or any Transaction Document shall be deemed to have been made unless expressly in written agreement signed by both Seller and Purchaser. The failure of any arty to require performance of any provisions of this Agreement or any Transaction Document shall in no way affect the right to enforce the same. 7.2. Amendments No provision of this Agreement or any Transaction Document may be amended, modified or waived except by written agreement signed by Seller and Purchaser. 7.3. Severability. In the event any provision of this Agreement or any Transaction Document is held to be unenforceable or invalid to any extent, such provision shall be construed to be modified so as to best accomplish the objectives of the orig