Account Warranties. Borrower warrants and represents to the Lender that: (i) to Borrower’s knowledge, the Accounts are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (ii) the Accounts represent undisputed, bona fide transactions the performance of which has been completed by the Borrower; (iii) the amounts shown on the Borrower’s books and records and all invoices and statements actually and absolutely owing to the Borrower and are not in any way contingent; (iv) to the best of Borrower’s knowledge, there are no setoffs, counterclaims or disputes and the Borrower has not made any agreement with any Account Debtor for any deduction therefrom except returns, discounts or allowances for prompt payment allowed by the Borrower in the ordinary course of its business which are not likely to result in any material adverse change in Borrower’s financial condition or business operations; (v) to the best of Borrower’s knowledge, there are no facts, events or occurrences known to the Borrower which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the Borrower’s books and records; (vi) to the Borrower’s knowledge, and except to the extent of the allowance for doubtful Accounts shown on the Financials, all Account Debtors have the capacity to contract and are solvent; (vii) the services furnished and/or goods sold giving rise thereto are not subject to any lien, claim, encumbrance or security interest except that of the Lender and except as specifically permitted below; (viii) except to the extent of the allowance for doubtful Accounts shown on the Financials, the Borrower has no knowledge of any fact or circumstance which would tend to impair the validity or collectibility thereof; and (ix) except to the extent of the allowance for doubtful Accounts shown on the Financials, to the Borrower’s knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor which are likely to result in any material adverse change in such Account Debtor’s financial condition. The Borrower agrees to notify the Lender with respect to any Accounts with respect to which the warranties in this subsection 3.1 are not true.
Account Warranties. Except as disclosed to the Agent from time to time in writing, all Accounts which are reflected on Borrower’s financial statements delivered to the Agent pursuant to Section 7.1 are genuine, in all respects what they purport to be, have not been reduced to any judgment, are evidenced by not more than one executed original agreement, contract or document, and represent undisputed, bona fide transactions completed in accordance with the terms and conditions of any related document; the Accounts have not been pledged, sold or assigned to any Person; and except as disclosed to the Agent from time to time in writing, Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility of any of the Accounts that in the aggregate are material in amount.
Account Warranties. Borrower represents, warrants and covenants as to ------------------ each Account that, at the time of its creation, the Account is a valid, bona fide account, representing an undisputed indebtedness incurred by the named account debtor for goods actually sold and delivered or for services completely rendered; there are no setoffs, offsets or counterclaims, genuine or otherwise, against the Account; the Account does not represent a sale to an Affiliate or a consignment, sale or return or a xxxx and hold transaction; no agreement exists permitting any deduction or discount (other than the discount stated on the invoice); Borrower is the lawful owner of the Account and has the right to assign the same to Agent, for the benefit of Lenders; the Account is free of all security interests, liens and encumbrances other than those in favor of Agent, on behalf of Lenders, and the Account is due and payable in accordance with its terms.
Account Warranties. Debtor warrants and represents that (i) Secured Party may, in determining which Accounts listed on any Borrowing Base Report are Eligible Accounts, rely without independent investigation on all statements or representations made by it on or with respect to any such Borrowing Base Report and, (ii) unless otherwise indicated in writing by Debtor (in which case such Account shall not be considered an Eligible Account), each of the criteria set forth in the definition of “Eligible Account” has been met with respect to each Account included as an Eligible Account on any Borrowing Base Report.
Account Warranties. 54 4.6. Names..............................................................................................55 4.7. Locations; FEIN....................................................................................55 4.8. Title to Properties; Liens.........................................................................55 4.9. Litigation; Adverse Facts..........................................................................55 4.10.
Account Warranties. 29 4.6 Names...................................................... 29 4.7
Account Warranties. Each Account arising from the sale of Inventory or from services rendered (a) is a valid, bona fide account, representing an undisputed indebtedness incurred by the named account debtor for goods actually sold and delivered or for services completely rendered, substantially in accordance with any purchase order, contract or other document relating thereto; (b) to Borrower’s knowledge, is not subject to any defenses, setoffs, offsets or counterclaims, genuine or otherwise; (c) does not represent a sale to an Affiliate (except in accordance with Section 6.6) or a consignment, sale or return, or a xxxx and hold transaction; (d) is not subject to any agreement permitting any deduction or discount; (e) is lawfully owned by Borrower or a Subsidiary of Borrower and is freely assignable by such Person to Agent; and (f) is free of all Liens other than Permitted Encumbrances and is due and payable in accordance with its terms. There is no Account which, when considered as a whole with all other Accounts on which the same account debtor is obligated, is subject to any pending or, to the knowledge of Loan Parties, threatened proceedings or actions by or against such account debtor that could reasonably be expected to have a material adverse effect on the value or collect ability of all such Accounts, taken as a whole, to the extent the aggregate face amount of all such Accounts equals or exceeds $100,000.
Account Warranties. The Borrower represents, warrants and covenants as to each Qualified Account that, to the best knowledge of the Borrower in the exercise of its normal credit procedures, as of the date of the initial Borrowing Base Certificate and each subsequent Borrowing Base Certificate (i) the Qualified Account is a valid, bona fide account, representing an undisputed indebtedness incurred by the named account debtor for goods actually sold and delivered or for services completely rendered; (ii) there are no setoffs, offsets or counterclaims, genuine or otherwise, against the Qualified Account, except as taken into account in subsection (ix) of the definition of Qualified Account; (iii) the Qualified Account does not represent a sale to an Affiliate (except as permitted by this Agreement) or a consignment, sale or return or a bill xxx hold transaction: (iv) no agreement exists permitting 50 any deduction or discount (other than the discount stated on the invoice); (v) the Borrower is the lawful owner of the Qualified Account and has the right to assign the same to agent, for the benefit of Lenders; (vi) the Account is free of all security interests, liens and encumbrances other than those in favor of the Agent, on behalf of Lenders, and the Permitted Liens; (vii) the Qualified Account is due and payable in accordance with its terms; (viii) there are no facts, events or occurrences which in any material respect impair the validity or enforcement of any Qualified Account; (ix) all Account Debtors have the ability to contract and are solvent; and (x) there are no proceedings or actions which are pending or threatened against any Account Debtor which are reasonably expected to result in any material adverse change in such Account Debtor=s financial condition.
Account Warranties. Reserved.
Account Warranties. Borrower warrants and represents to the Agent that: (a) except as disclosed to the Agent from time to time in writing, all Accounts which are at any time included in the Borrowing Base or which are reflected on Borrower’s financial statements delivered to the Agent pursuant to Section 7.1 are genuine, in all respects what they purport to be, have not been reduced to any judgment, are evidenced by not more than one executed original agreement, contract or document, and represent undisputed, bona fide transactions completed in accordance with the terms and conditions of any related document; (b) the Accounts have not been pledged, sold or assigned to any Person other than the Agent; and (c) except as disclosed to the Agent from time to time in writing, Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility of any of the Accounts that in the aggregate are material in amount.
