Common use of Account Warranties Clause in Contracts

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. The Borrower representsWith respect to all accounts from time to time scheduled, warrants and covenants as listed or referred to each Qualified Account thatin any certificate, statement or report delivered to the best knowledge of the Borrower in the exercise of its normal credit proceduresLender, as of the date of the initial Borrowing Base Certificate and each subsequent Borrowing Base Certificate (ia) the Qualified Account is accounts are genuine, are in all respects what they purport to be, and are not evidenced by a validnote, instrument or judgment; (b) the accounts represent undisputed, bona fide account, representing an undisputed indebtedness incurred by transactions completed in accordance with the named account debtor for goods actually sold terms and provisions contained in the documents delivered or for services completely renderedto the Lender with respect to the accounts; (iic) no payments have been or will be made on the accounts except payments immediately delivered to the Lender pursuant to this Agreement; (d) there are no material setoffs, offsets counterclaims or counterclaims, genuine disputes existing or otherwise, against asserted with respect to the Qualified Account, except as taken into accounts and the Borrower has not made any agreement with any account in subsection (ix) of the definition of Qualified Accountdebtor for any material deduction from any 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; (viiie) there are no facts, events or occurrences which in any material respect way impair the validity or enforcement of any Qualified Accountaccount; (ixf) to the best of the Borrower's knowledge, all Account Debtors account debtors have the ability capacity to contract and are solvent; and (xg) the services furnished and/or goods sold giving rise to any account are not subject to any lien, claim, encumbrance or security interest except that of the Lender; (h) to the best of the Borrower's knowledge, there are no proceedings or actions which are threatened or pending or threatened against any Account Debtor account debtor which are reasonably expected to might result in any material adverse change in such Account Debtor=s account debtor's financial condition.; (i) the account is not an account with respect to which the account debtor is an Affiliate or a director, officer or employee of the Borrower or an Affiliate; (j) the account does not arise with respect to goods which have not been shipped or arise with respect to services which have not been fully performed and accepted as satisfactory by the account debtor; (k) the account is not an account with respect to which the account debtor's obligation to pay the account is conditional upon the account debtor's approval or is otherwise subject to any

Account Warranties. The Borrower Each of the Borrowers represents, warrants and covenants as to each Qualified Account that, to the best knowledge of the such 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 xxxx and hold transaction: transaction (except as permitted by this Agreement); (iv) no agreement exists permitting 50 any deduction or discount (other than the discount stated on the invoice); (v) the such 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 's financial condition.