Common use of Account Warranties Clause in Contracts

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. 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 bxxx 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 collectability of all such Accounts, taken as a whole, to the extent the aggregate face amount of all such Accounts equals or exceeds $100,000.