Eligible Accounts. The Eligible Accounts are bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of a Borrower's business, and, to the Knowledge of Borrowers, are owed to such Borrower without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Account is not, (a) owed by an employee, Affiliate, or agent of any Borrower, (b) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or on any other terms by reason of which the payment ▇▇ ▇he Account Debtor may be conditional, (c) payable in a currency other than Dollars, (d) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account, (e) to the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor, (f) on account of a transaction as to which the goods giving rise to such Account have not been shipped and billed to the Account Debtor or the services giving rise to such Account have not been performed and accepted by the Account Debtor, (g) a right to receive progress payments or other advance billings that are due prior to the completion of performance by the ▇▇▇▇▇▇▇▇le Borrower of the subject contract for goods or services, and (h) an Account that has not been billed to the customer.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Deckers Outdoor Corp), Credit Agreement (Deckers Outdoor Corp)
Eligible Accounts. The Eligible Accounts are bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of a Borrower's Borrowers’ business, and, to the Knowledge of Borrowers, are owed to such Borrower Borrowers without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Account is not,:
(a) owed by an employee, Affiliate, or agent of any a Borrower,
(b) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill ▇▇▇▇ and hold, or on any other terms by reason of which the payment ▇▇ ▇he by the Account Debtor may be conditional,
(c) payable in a currency other than Dollars,
(d) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account,
(e) to the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any a Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,
(f) on account of a transaction as to which the goods giving rise to such Account have not been shipped and billed to the Account Debtor or the services giving rise to such Account have not been performed and accepted by the Account Debtor,
(g) a right to receive progress payments or other advance billings ▇▇▇▇▇▇▇▇ that are due prior to the completion of performance by the ▇▇▇▇▇▇▇▇le applicable Borrower of the subject contract for goods or services, and
(h) an Account that has not been billed to the customer.
Appears in 2 contracts
Sources: Loan and Security Agreement (LSB Industries Inc), Loan and Security Agreement (LSB Industries Inc)
Eligible Accounts. The With respect to each Account, as of the date such Account is created and included as an Eligible Accounts are bona fide existing payment obligations of Account:
(i) all documents and agreements relating to the Account Debtors created requested by the sale and delivery of Inventory or the rendition of services Lender have been delivered to Lender with respect to such Account Debtors and such documents are true and correct in all material respects;
(ii) the Account is genuine and in all respects what it purports to be and is not evidenced by a judgment;
(iii) the Account is for a liquidated amount maturing as stated in a duplicate claim or invoice covering such sale or rendition of Staffing Services;
(iv) the Account is not subject to any offset, Lien (other than a Lien of Lender or a Permitted Lien), recoupment, deduction, defense, dispute, counterclaim or any other adverse condition or adjustment of any kind (in each case other that any such item that is taken into account in determining the net amount of such Account) that is known to Borrower as existing or asserted, and each such Account is absolutely owing to Borrower and is not contingent in any respect or for any reason;
(v) there are no facts, events or occurrences which in any way impair the validity or enforceability of any Accounts or tend to reduce the amount payable thereunder from the face amount of the claim or invoice and statements delivered to Lender with respect thereto other than adjustments made by Borrower in the ordinary course of a Borrower's business, and, to the Knowledge of Borrowers, are owed to such Borrower without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Account is not,;
(a) owed by an employee, Affiliate, or agent of any Borrower,
(b) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or on any other terms by reason of which the payment ▇▇ ▇he Account Debtor may be conditional,
(c) payable in a currency other than Dollars,
(d) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account,
(evi) to the Knowledge knowledge of Borrowersthe Borrower, owed by an the Account Debtor that is subject under the Account had the capacity to contract at the time any Insolvency Proceeding contract or is not Solvent or as to which any Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,
(f) on account of a transaction as to which the goods other document giving rise to such the Account have not was executed;
(vii) with the exceptions of Accounts described in Section 2(a)(ii), the Account has been shipped billed and billed forwarded to the Account Debtor for payment in accordance with applicable laws and compliance and conformance in all material respects with any and requisite procedures, requirements and regulations governing payment by such Account Debtor with respect to such Account;
(viii) Borrower has obtained and currently has all licenses, permits and authorizations that are necessary in the generation of such Accounts;
(ix) Lender has a perfected, first-priority security interest in such Account to secure the Obligations;
(x) the aging of such Eligible Account, as reflected in the information submitted to Lender, reflects the age of such Eligible Account from the date of service and not from the date of billing or any re-billing of the services giving rise Eligible Account;
(xi) Borrower has not made, and will not make without concurrent written notice provided to Lender, any agreement with any Account Debtor for any extension of the time for payment of the Account, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance for prompt or early payment allowed by Borrower in the ordinary course of its business consistent with its historical practices and as disclosed to Lender in writing;
(xii) all information relating to such Account have not that has been performed delivered to Lender is true and accepted by the Account Debtor,
(g) a right correct in all material respects, such that with respect to receive progress payments or other advance billings that are due prior to the completion of performance by the ▇▇▇▇▇▇▇▇le Borrower of the subject contract for goods or services, and
(h) an each such Account that has not been billed invoiced, Borrower has delivered or is delivering to the customer.Account Debtor all requested supporting claim documents and all information set forth in the invoice and supporting claim documents is true, complete and correct in all material respects;
(xiii) such Account is (i) payable in the amount identified by Borrower; or,
Appears in 2 contracts
Sources: Loan and Security Agreement (Crdentia Corp), Loan and Security Agreement (Crdentia Corp)
Eligible Accounts. Administrative Agent and Lenders may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by the Borrowers with respect to any Account or Accounts. With respect to the Eligible Accounts, the Borrowers represent that:
(a) The Eligible Accounts are genuine and in all respects what they purport to be, and are not evidenced by a judgment;
(b) The Eligible Accounts arise out of a completed, bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory goods or the rendition of services Medical Services to such Account Debtors a Patient by a Borrower in the ordinary course of its business and in accordance with the terms and conditions of all purchase orders, contracts, certification, participation, certificate of need, or other documents relating thereto and forming a Borrower's business, and, to part of the Knowledge of Borrowers, are owed to contract between such Borrower without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such and the Account is not,
(a) owed by an employee, Affiliate, or agent of any Borrower,
(b) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or on any other terms by reason of which the payment ▇▇ ▇he Account Debtor may be conditional,Debtors;
(c) payable The Eligible Accounts are for a liquidated amount maturing as stated in an electronically generated or a currency other than Dollars,duplicate claim or invoice covering such sale or rendition of Medical Services, a copy of which has been furnished or is available to Administrative Agent;
(d) owed To the best of the Borrowers’ knowledge, the Eligible Accounts are, and Lenders’ security interest in such Accounts is, not, and will not (by an voluntary act or omission by the Borrowers), be in the future, subject to any offset, Lien, deduction, defense, dispute, counterclaim or any other adverse condition, and such Eligible Account Debtor that has are absolutely owing to a Borrower and are not contingent in any respect or has asserted a right of setoff, has disputed its liability, or has made for any claim with respect to its obligation to pay the Account,reason;
(e) to To the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any Borrower has received notice of an imminent Insolvency Proceeding or a material impairment best of the financial condition Borrowers’ knowledge, there are no facts, events or occurrences that in any way impair the validity or enforceability of such Account Debtor,the Eligible Accounts or tend to reduce the amount payable thereunder from the face amount of the claim or invoice and statements delivered to Lenders with respect thereto;
(f) on account To the best of a transaction as the Borrowers’ knowledge, (i) each Account Debtor under the Eligible Account had the capacity to which contract at the goods time any contract or other document giving rise to the Account was executed and (ii) such Account have not been shipped and billed to the Account Debtor or the services giving rise to such Account have not been performed and accepted by the Account Debtor,is solvent; and
(g) The Eligible Accounts are being billed and forwarded to each Account Debtor for payment in accordance with applicable Requirements of Law and compliance and conformance with any and requisite procedures, requirements and regulations governing payment by such Account Debtor with respect to such Accounts, and such Accounts if due from a right Medicaid, Medicare, TRICARE or an Approved Insurer are properly payable directly to receive progress payments or other advance billings that are due prior to the completion of performance by the ▇▇▇▇▇▇▇▇le Borrower of the subject contract for goods or services, and
(h) an Account that has not been billed to the customera Borrower.
Appears in 2 contracts
Sources: Credit Agreement (Genesis Healthcare, Inc.), Revolving Credit Agreement (Genesis Healthcare, Inc.)
Eligible Accounts. The Eligible Accounts are bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of a the respective Borrower's business, and, to the Knowledge of Borrowers, are owed to such Borrower without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Account is not,:
(a) owed by an employee, Affiliate, or agent of any Borrower,
(b) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or on any other terms by reason of which the payment ▇▇ ▇he Account Debtor may be conditional,
(c) payable in a currency other than Dollars,
(dc) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account,
(ed) to the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,
(e) on account of a transaction as to which the services giving rise to such Account have not been performed and accepted by the Account Debtor,
(f) on account of a transaction as to which the goods giving rise to such Account have not been shipped and billed to the Account Debtor or the services giving rise to such Account have not been performed and accepted by the Account Debtor,
(g) a right to receive progress payments or other advance billings ▇▇▇▇▇▇▇▇ that are due prior to the completion of performance by the ▇▇▇▇▇▇▇▇le respective Borrower of the subject contract for goods or services, and
(h) an Account that has not been billed to the customer.
Appears in 2 contracts
Sources: Loan and Security Agreement (Zanett Inc), Loan and Security Agreement (Zanett Inc)
Eligible Accounts. The Eligible Accounts are bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of a Borrower's Borrowers' business, and, to the Knowledge of Borrowers, are owed to such Borrower Borrowers without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Account is not,:
(a) owed by an employee, Affiliate, or agent Lender of any a Borrower,
(b) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill ▇▇▇▇ and hold, or on any other terms by reason of which the payment ▇▇ ▇he by the Account Debtor may be conditional,
(c) payable in a currency other than Dollars,
(d) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account,
(e) to the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any a Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,
(f) on account of a transaction as to which the goods giving rise to such Account have not been shipped and billed to the Account Debtor or the services giving rise to such Account have not been performed and accepted by the Account Debtor,
(g) a right to receive progress payments or other advance billings ▇▇▇▇▇▇▇▇ that are due prior to the completion of performance by the ▇▇▇▇▇▇▇▇le applicable Borrower of the subject contract for goods or services, andother than Accounts in the aggregate amount not to exceed $5,000,000 in Dollars arising from the services to be provided under maintenance contracts,
(h) an Account that has not been billed to the customer, and
(i) an Account that represents any pre-billed postage payments.
Appears in 1 contract
Eligible Accounts. The Eligible Accounts are bona fide existing payment obligations of Account Debtors created by the sale and delivery or lease of Inventory or the rendition of services to such Account Debtors in the ordinary course of a Borrower's business, and, to the Knowledge of Borrowers, are owed to such Borrower without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Account (or rights to payment under chattel paper) is not,:
(a) owed by an employee, Affiliate, or agent Affiliate of any Borrower,
(b) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and bil▇ ▇▇d hold, or on any other terms by reason of which the payment ▇▇ ▇he by the Account Debtor may be conditional, (excluding Accounts (or rights to payment under chattel paper) arising from Borrower's stock rotation plan for distributors),
(c) payable in a currency other than Dollars or Canadian Dollars,
(d) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the AccountAccount (or rights to payment under chattel paper),
(e) to the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,
(f) on account of a transaction as to which the goods giving rise to such Account (or rights to payment under chattel paper) have not been shipped and billed to the Account Debtor or the services giving rise to such Account (or right to payment under chattel paper) have not been performed and accepted by the Account Debtor,
(g) a right to receive progress payments or other advance billings that bil▇▇▇▇▇ ▇▇at are due prior to the completion of performance by the ▇▇▇▇▇▇▇▇le Borrower of the subject contract for goods or services, and
(h) an Account (or rights to payment under chattel paper) that has not been billed to the customer.
Appears in 1 contract
Sources: Loan and Security Agreement (Paradyne Networks Inc)
Eligible Accounts. The Eligible Accounts are bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of Table of Contents services to such Account Debtors in the ordinary course of a Borrower's ’s business, and, to the Knowledge of Borrowers, are owed to such Borrower without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Account is not,:
(a) owed by an employee, Affiliate, or agent of any Borrower,
(b) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill ▇▇▇▇ and hold, or on any other terms by reason of which the payment ▇▇ ▇he by the Account Debtor may be conditional, except for sales of Eligible Consignment Stock, where such consignment sale has been converted into an unconditional account and invoiced to the account debtor,
(c) payable in a currency other than Dollars,
(d) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account,
(e) to the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,
(f) on account of a transaction as to which the goods giving rise to such Account have not been shipped and billed to the Account Debtor or the services giving rise to such Account have not been performed and accepted by the Account Debtor,
(g) a right to receive progress payments or other advance billings ▇▇▇▇▇▇▇▇ that are due prior to the completion of performance by the ▇▇▇▇▇▇▇▇le Borrower of the subject contract for goods or services, and
(h) an Account that has not been billed to the customer.
Appears in 1 contract
Eligible Accounts. The Eligible Accounts are bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of a Subsidiary Borrower's business, and, to the Knowledge of Borrowers, are owed to such Subsidiary Borrower without known defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Account is not,:
(a) owed by an employee, Affiliate, or agent of any Subsidiary Borrower,
(b) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and ▇▇▇ hold, or on any other terms by reason of which the payment ▇▇ ▇he by the Account Debtor may be conditional,
(c) payable in a currency other than Dollarsa Specified Currency,
(d) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Accountaccount,
(e) to the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any Subsidiary Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,
(f) on account of a transaction as to which the goods giving rise to such Account have not been shipped and billed to the Account Debtor or the services giving rise to such Account have not been performed and accepted by the Account Debtor,
(g) a right to receive progress payments or other advance billings that bill▇▇▇▇ ▇▇▇t are due prior to the completion of performance by the ▇▇▇▇▇▇▇▇le Subsidiary Borrower of the subject contract for goods or services, and
(h) an Account that has not been billed to the customer.
Appears in 1 contract
Sources: Loan Agreement (Futurelink Corp)
Eligible Accounts. The Eligible Accounts are bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of a Borrower's business, and, to the Knowledge of Borrowers, are owed to such Borrower without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Account is not,:
(a) owed by an employee, Affiliate, or agent of any Borrower,
(b) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or on any other ot▇▇▇ terms by reason of which the payment ▇▇ ▇he by the Account Debtor may be conditional,
(c) payable in a currency other than Dollars,
(d) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account,
(e) to the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,
(f) on account of a transaction as to which the goods giving rise to such Account have not been shipped and billed to the Account Debtor or the services giving rise to such Account have not been performed and accepted by the Account Debtor,
(g) a right to receive progress payments or other advance billings that are due prior to ▇▇▇▇▇ ▇▇ the completion of performance by the ▇▇▇▇▇▇▇▇le Borrower of the subject contract for goods or services, and
(h) an Account that has not been billed to the customer.
Appears in 1 contract
Sources: Loan and Security Agreement (Northland Cranberries Inc /Wi/)
Eligible Accounts. The Eligible Accounts are bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of a Borrower's Borrowers' business, andowed to Borrowers without, to the Knowledge knowledge of Borrowers, are owed to such Borrower without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Account is not,:
(a) owed by an employee, Affiliate, or agent of any a Borrower,;
(b) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or on any other terms by reason of which the payment ▇▇ ▇he Account Debtor may be conditional,;
(c) payable in a currency other than Dollars,;
(d) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account,;
(e) to the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any a Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,;
(f) on account of a transaction as to which the goods giving rise to such Account have not been shipped and billed to the Account Debtor or the services giving rise to such Account have not been performed and accepted by the Account Debtor,;
(g) a right to receive progress payments or other advance billings that are due prior to the completion of performance by the ▇▇▇▇▇▇▇▇le Borrower of the subject contract for goods or services, and;
(h) an Account that has not been billed to the customer; and
(i) owed by an Account Debtor located in any locations other than the locations identified on Schedule 5.5.
Appears in 1 contract
Eligible Accounts. Administrative Agent and Lenders may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by the Borrowers with respect to any Account or Accounts. With respect to the Eligible Accounts, the Borrowers represent that:
(a) The Eligible Accounts are genuine and in all respects what they purport to be, and are not evidenced by a judgment;
(b) The Eligible Accounts arise out of a completed, bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory goods or the rendition of services Medical Services to such Account Debtors a Patient by a Borrower in the ordinary course of its business and in accordance with the terms and conditions of all purchase orders, contracts, certification, participation, certificate of need, or other documents relating thereto and forming a Borrower's business, and, to part of the Knowledge of Borrowers, are owed to contract between such Borrower without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such and the Account is not,
(a) owed by an employee, Affiliate, or agent of any Borrower,
(b) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or on any other terms by reason of which the payment ▇▇ ▇he Account Debtor may be conditional,Debtors;
(c) payable The Eligible Accounts are for a liquidated amount maturing as stated in an electronically generated or a currency other than Dollars,duplicate claim or invoice covering such sale or rendition of Medical Services, a copy of which has been furnished or is available to Administrative Agent;
(d) owed To the best of the Borrowers’ knowledge, the Eligible Accounts are, and Lenders’ security interest in such Accounts is, not, and will not (by an voluntary act or omission by the Borrowers), be in the future, subject to any offset, Lien, deduction, defense, dispute, counterclaim or any other adverse condition, and such Eligible Account Debtor that has are absolutely owing to a Borrower and are not contingent in any respect or has asserted a right of setoff, has disputed its liability, or has made for any claim with respect to its obligation to pay the Account,reason;
(e) to To the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any Borrower has received notice of an imminent Insolvency Proceeding or a material impairment best of the financial condition Borrowers’ knowledge, there are no facts, events or occurrences that in any way impair the validity or enforceability of such Account Debtor,the Eligible Accounts or tend to reduce the Second Amended and Restated Genesis Revolving Credit Agreement (HUD Facility) CHICAGO/#3103747.13103747.3A
(f) on account To the best of a transaction as the Borrowers’ knowledge, (i) each Account Debtor under the Eligible Account had the capacity to which contract at the goods time any contract or other document giving rise to the Account was executed and (ii) such Account have not been shipped and billed to the Account Debtor or the services giving rise to such Account have not been performed and accepted by the Account Debtor,is solvent; and
(g) The Eligible Accounts are being billed and forwarded to each Account Debtor for payment in accordance with applicable Requirements of Law and compliance and conformance with any and requisite procedures, requirements and regulations governing payment by such Account Debtor with respect to such Accounts, and such Accounts if due from a right Medicaid, Medicare, TRICARE or an Approved Insurer are properly payable directly to receive progress payments or other advance billings that are due prior to the completion of performance by the ▇▇▇▇▇▇▇▇le Borrower of the subject contract for goods or services, and
(h) an Account that has not been billed to the customera Borrower.
Appears in 1 contract
Sources: Revolving Credit Agreement (Genesis Healthcare, Inc.)
Eligible Accounts. The Eligible Accounts, the Eligible Foreign Accounts and the Eligible FREP Accounts are bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of a the Borrower's ’s business, and, owed to the Knowledge of Borrowers, are owed to such Borrower without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Account is not,:
(ai) owed by an employee, Affiliate, or agent of any Borrower,
(bii) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill ▇▇▇▇ and hold, or on any other terms by reason of which the payment ▇▇ ▇he by the Account Debtor may be conditional,;
(ciii) payable in a currency other than Dollars,
(div) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account,
(ev) to the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,
(fvi) on account of a transaction as to which the goods giving rise to such Account have not been shipped and billed to the Account Debtor or the services giving rise to such Account have not been performed and accepted by the Account Debtor,
(gvii) a right to receive progress payments or other advance billings ▇▇▇▇▇▇▇▇ that are due prior to the completion of performance by the ▇▇▇▇▇▇▇▇le Borrower of the subject contract for goods or services, and
(hviii) an Account that has not been billed to the customer.”
Appears in 1 contract
Sources: Credit and Security Agreement (Corsair Components, Inc.)
Eligible Accounts. The Eligible Accounts are bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of a Borrower's Borrowers' business, and, to the Knowledge of Borrowers, are owed to such Borrower Borrowers without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Account is not,:
(a) owed by an employee, Affiliate, or agent Lender of any a Borrower,
(b) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill ▇▇▇▇ and hold, or on any other terms by reason of which the payment ▇▇ ▇he by the Account Debtor may be conditional,
(c) payable in a currency other than Dollars,
(d) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account,
(e) to the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any a Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,
(f) on account of a transaction as to which the goods giving rise to such Account have not been shipped and billed to the Account Debtor or the services giving rise to such Account have not been performed and accepted by the Account Debtor,
(g) a right to receive progress payments or other advance billings ▇▇▇▇▇▇▇▇ that are due prior to the completion of performance by the ▇▇▇▇▇▇▇▇le applicable Borrower of the subject contract for goods or services, and
(h) an Account that has not been billed to the customer.
Appears in 1 contract
Eligible Accounts. The Eligible Accounts are bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of a the Borrower's business, and, owed to the Knowledge of Borrowers, are owed to such Borrower without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Account is not,:
(ai) owed by an employee, Affiliate, or agent of any Borrower,
(bii) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or on any other terms by reason of which the payment ▇▇ ▇he by the Account Debtor may be conditional,;
(ciii) payable in a currency other than Dollars,
(div) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account,
(ev) to the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,
(fvi) on account of a transaction as to which the goods giving rise to such Account have not been shipped and billed to the Account Debtor or the services giving rise to such Account have not been performed and accepted by the Account Debtor,
(gvii) a right to receive progress payments or other advance billings that are due prior to the completion of performance by the ▇▇▇▇▇▇▇▇le Borrower of the subject contract for goods or services, and▇▇▇
(hviii) an Account that has not been billed to the customer.
Appears in 1 contract
Eligible Accounts. The Eligible Accounts are bona fide existing ----------------- payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of a Borrower's Borrowers' business, and, to the Knowledge of Borrowers, are owed to such Borrower Borrowers without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Account is not,:
(a) owed by an employee, Affiliate, or agent of any a Borrower,
(b) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill ▇▇▇▇ and hold, or on any other terms by reason of which the payment ▇▇ ▇he by the Account Debtor may be conditional,
(c) payable in a currency other than Dollars,
(d) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account,
(e) to the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any a Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,
(f) on account of a transaction as to which the goods giving rise to such Account have not been shipped and billed to the Account Debtor or the services giving rise to such Account have not been performed and accepted by the Account Debtor,
(g) a right to receive progress payments or other advance billings ▇▇▇▇▇▇▇▇ that are due prior to the completion of performance by the ▇▇▇▇▇▇▇▇le applicable Borrower of the subject contract for goods or services, and
(h) an Account that has not been billed to the customer.
Appears in 1 contract
Eligible Accounts. The Eligible Accounts are bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of a Borrower's Borrowers' business, and, to the Knowledge of Borrowers, are owed to such Borrower Borrowers without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Account is not,
(a) : owed by an employee, Affiliate, or agent of any a Borrower,
(b) , on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and holdhold (except Accounts of the Borrowers having an aggregate invoice amount for all such Borrowers of up to $1,500,000 with respect to goods that are subject to a bill and hold agreement in form and substance satisfactory to Agent), or on any other terms by reason of which the payment ▇▇ ▇he by the Account Debtor may be conditional,
(c) , payable in a currency other than Dollars,
(d) , owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account,
(e) to the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any a Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,
(f) , on account of a transaction as to which the goods giving rise to such Account have not been shipped and billed (except Accounts of the Borrowers having an aggregate invoice amount for all such Borrowers of up to $1,500,000 with respect to goods that are subject to a bill and hold agreement in form and substance satisfactory to Agent) to the Account Debtor or the services giving rise to such Account have not been performed and accepted by the Account Debtor,
(g) , a right to receive progress payments or other advance billings b▇▇▇▇▇▇▇ that are due prior to the completion of performance by the ▇▇▇▇▇▇▇▇le applicable Borrower of the subject contract for goods or services, and
(h) and an Account that has not been billed to the customercustomer (except Accounts of the Borrowers having an aggregate invoice amount for all such Borrowers of up to $1,500,000 with respect to goods that are subject to a bill and hold letter in form and substance satisfactory to Agent).
Appears in 1 contract
Eligible Accounts. The Eligible Accounts are bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of a Borrower's business, and, to the Knowledge of Borrowers, are owed to such Borrower without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Account is not,:
(a) owed by an employee, Affiliate, or agent of any Borrower,
(b) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or on any other terms by reason of which the payment ▇▇ ▇he Account Debtor may be conditional,
(c) payable in a currency other than Dollars,
(d) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account, except to the extent previously disclosed to Agent,
(e) to the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,
(f) on account of a transaction as to which the goods giving rise to such Account have not been shipped and billed to the Account Debtor or the services giving rise to such Account have not been performed and accepted by the Account Debtor,
(g) a right to receive progress payments or other advance billings that are due prior to the completion of performance by the Borr▇▇▇▇ ▇▇▇▇▇le Borrower of ▇ the subject contract for goods or services, and
(h) an Account that has not been billed to the customer.
Appears in 1 contract
Sources: Loan and Security Agreement (Leapfrog Enterprises Inc)
Eligible Accounts. The Eligible Accounts are bona fide existing payment obligations of As to each Account Debtors created represented by the sale and delivery Borrower to be an "Eligible Account" on a Borrowing Base Certificate, as of Inventory or the rendition date of services to each such Borrowing Base Certificate:
(a) Such Account Debtors arose in the ordinary course of the business of the Borrower out of either (i) a bona fide sale of Inventory by the Borrower's business, andin accordance with the terms of the Contract under which the Account arose, or (ii) services performed by the Borrower under an enforceable contract, and in such case such services have in fact been performed for the appropriate account debtor in accordance with such contract.
(b) Unless otherwise approved in writing by the Lender on a case-by-case basis, such Account represents a legally valid and enforceable claim which is due and owing to the Knowledge of Borrowers, are owed Borrower by such account debtor in at least such amount as is represented by the Borrower to the Bank on such Borrower without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible AccountBorrowing Base Certificate, such Account is not,
due and payable not more than thirty (a30) owed by an employee, Affiliatedays from the delivery of the related Inventory, or agent of any Borrower,
(b) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or on any other terms by reason of which the payment ▇▇ ▇he Account Debtor may be conditional,
(c) payable in a currency other than Dollars,
(d) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account,
(e) to the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any Borrower has received notice of an imminent Insolvency Proceeding or a material impairment performance of the financial condition of such Account Debtor,
(f) on account of a transaction as to which the goods related services, giving rise to such Account have and, unless the Bank otherwise allows, such Account has not been shipped and billed due for more than ninety (90) days (from the date of invoice).
(c) To Borrower's knowledge, the unpaid balance of such Account as represented by the Borrower to the Lender on such Borrowing Base Certificate is not subject to any defense, counterclaim, set-off, credit, allowance or adjustment by the account debtor because of returned, inferior or damaged Inventory or services, or for any other valid reason, except for customary discounts allowed by Borrower in the ordinary course of business for prompt payment or as otherwise indicated by credit memos disclosed in such Borrowing Base Certificate, and there is no agreement between Borrower, the related account debtor and any other person for any rebate, discount, concession or release of liability, in whole or in part.
(d) To Borrower's knowledge, the transactions leading to the creation of such Account Debtor comply with all applicable state and federal laws and regulations.
(e) The Borrower has granted to the Bank a perfected security interest in such Account (as an item of the Collateral) prior in right to all other persons (other than Permitted Liens), and such Account has not been sold, transferred or otherwise assigned by the services giving rise Borrower to any Person, other than the Bank.
(f) Such Account is not represented by any note, trade acceptance, draft or other negotiable instrument or by any chattel paper, except any such as constitute an item of Collateral on or prior to such Account have not been performed and accepted by the Account Debtor,Account's inclusion on such Borrowing Base
(g) a right The Borrower has not received, with respect to receive progress payments or other advance billings that are due prior to the completion of performance by the ▇▇▇▇▇▇▇▇le Borrower such Account, any actual notice of the subject contract death of the related account debtor, nor of the dissolution, liquidation, termination of existence, insolvency, business failure, appointment of a receiver for goods any part of the property of, assignment for the benefit of creditors by, or servicesthe filing of a petition in bankruptcy or the commencement of any proceeding under any bankruptcy or insolvency laws by or against, andsuch account debtor.
(h) The account debtor on such Account is not:
(i) an Account that has not been billed affiliate of the Borrower,
(ii) the United States of America or any department, agency or instrumentality thereof (to the customerextent the same exceeds $5,000 for any single invoice) unless the grant of a security interest therein has been made to the Lender in compliance with applicable federal assignment of claims laws and regulations,
(iii) a citizen or resident of any jurisdiction other than one of the United States (unless covered by satisfactory letter of credit, foreign receivable insurance, or otherwise acceptable to the Lender), or
(iv) an account debtor whom the Bank has, in the reasonable exercise of such Bank's sole reasonable discretion, determined to be (based on such factors relating to such account debtor as the Bank deems appropriate) an ineligible account debtor and as to which the Bank has notified the Borrower, PROVIDED, HOWEVER, that any such notice shall not apply retroactively as to any particular Account if such Account was included on a prior Borrowing Base Certificate by the Borrower prior to the giving of such notice by the Bank and which otherwise complied with each and every other requirement under this Agreement for the denomination of such Account as an "Eligible Account."
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Zimmerman Sign Co)
Eligible Accounts. The Eligible Accounts are bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of a Borrower's Borrowers' business, and, to the Knowledge of Borrowers, are owed to such Borrower Borrowers without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Account is not,:
(a) owed by an employee, Affiliate, or agent of any a Borrower,
(b) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or on any other terms ▇▇▇ms by reason of which the payment ▇▇ ▇he by the Account Debtor may be conditional,
(c) payable in a currency other than DollarsDollars (except as provided under Section 2.18),
(d) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account,
(e) to the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any a Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,
(f) on account of a transaction as to which the goods giving rise to such Account have not been shipped and billed to the Account Debtor or the services giving rise to such Account have not been performed and accepted by the Account Debtor,
(g) a right to receive progress payments or other advance billings that are due prior to the completion ▇▇▇ ▇▇▇pletion of performance by the ▇▇▇▇▇▇▇▇le applicable Borrower of the subject contract for goods or services, and
(h) an Account that has not been billed to the customer.
Appears in 1 contract
Sources: Loan and Security Agreement (Hudson Highland Group Inc)
Eligible Accounts. To be an "Eligible Account," an account must ----------------- be set forth on the most recent Schedule of Accounts and must meet each and every one of the following criteria:
(a) The Eligible Accounts are bona fide existing payment obligations of Account Debtors created by account must arise from the sale and delivery of Inventory goods or the rendition performance of services to such Account Debtors by Borrower in the ordinary course of a Borrower's business, and, to business and come within the Knowledge definition of Borrowers, are owed to such Borrower without defenses, disputes, offsets, counterclaims, or rights "account" as that term is used in Section 9106 of return or cancellation. As to each Eligible Account, such Account is not,
(a) owed by an employee, Affiliate, or agent of any Borrower,the California Commercial Code.
(b) Borrower's right to receive payment on the account is absolute and not contingent upon the fulfillment of any condition whatever and Borrower is able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process.
(c) The account is subject to no defense, counterclaim or setoff, whether well-founded or otherwise. (Agent reserves the right to establish appropriate reserves for the dilutive effect of promotional programs based on the method which Borrower uses to accrue and account for such programs on its financial statements).
(d) The account is a true and correct statement of a transaction wherein bona fide indebtedness incurred in the amount of the account for merchandise sold and accepted by the Account Debtor obligated upon such account.
(e) An invoice, substantially in the form of one of the invoices attached to the Certificate of Invoices identified in the Schedule of Documents, or such other form of invoice as has been approved by Agent in writing, has been sent to the Account Debtor.
(f) The account is owned by Borrower, is subject to a perfected first priority security interest in favor of Agent for the benefit of Lenders, and is not subject to any right, claim, or interest of any other Person except Producers' Liens, if any.
(g) The account does not arise from a sale to or performance of services for an employee, Affiliate (other than sales to Affiliates permitted under Section 8.6), parent, or Subsidiary of Borrower, or an entity which has common officers or directors with Borrower.
(h) The account is not the obligation of an Account Debtor that is the federal government or a political subdivision thereof unless Agent has agreed to the contrary in writing and Borrower has complied with the Federal Assignment of Claims Acts of 1940, and any amendments thereto, with respect to such obligation.
(i) The account is not the obligation of an Account Debtor located in a foreign country.
(j) The account is not the obligation of an Account Debtor to whom Borrower is or may become liable for goods were sold or services rendered by the Account Debtor to Borrower.
(k) The account does not arise with respect to goods which are delivered on a cash-on-delivery basis or placed on consignment or were sold pursuant to a consignment, guaranteed sale, a sale or return, a sale on approval, a bill and hold, or on any other terms by reason of which the payment ▇▇ ▇he by the Account Debtor may be conditional,.
(cl) payable The account is not in default; provided, that an Account shall -------- be deemed in default upon the occurrence of any of the following:
(i) The account is not paid within the earlier of (A) sixty (60) days from its due date and (B) ninety (90) days from its original invoice date;
(ii) For accounts from a state liquor board, the account is not paid within the earlier of (A) ninety (90) days from its due date and (B) one hundred twenty (120) days from its original invoice date; provided that -------- the aggregate amount of all accounts that are not eligible under clause (i) of this Section 2.15(l) and that are eligible only under this clause (ii) of this Section 2.15(l) shall not exceed Two Million Five Hundred Thousand Dollars ($2,500,000) outstanding at any one time;
(iii) Any Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors, or fails to pay its debts generally as they come due; or
(iv) Any petition is filed by or against any Account Debtor obligated upon such Account under the Bankruptcy Code or any other national, state or provincial receivership, insolvency relief or other law or laws for the relief of debtors.
(m) The account does not, when added to all other Eligible Accounts that are obligations of the Account Debtor, at any time result in a currency other than Dollars,total sum that exceeds twenty percent (20%) of the total balance then due on all accounts that are Eligible Accounts (but only such accounts or portions of accounts that exceed the twenty percent (20%) concentration limit shall be excluded from Eligible Accounts); provided, that, when so requested by Borrower, Agent will -------- consider increasing such twenty percent (20%) maximum for one or more particular Account Debtors based on Agent's annual review of the respective credit histories and creditworthiness of such Account Debtors.
(dn) owed by an Account Debtor that has or has asserted a right The account is not the obligation of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account,
(e) to the Knowledge of Borrowers, owed by an Account Debtor that is subject in default (as defined in subparagraph (l)(i) above) on twenty percent (20%) or more of accounts owed to any Insolvency Proceeding or is not Solvent or as to which any Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,Borrower.
(fo) on The account of a transaction as to which the goods giving rise to such Account have does not been shipped and billed to the Account Debtor or the services giving rise to such Account have not been performed and accepted by the Account Debtor,
(g) a right to receive progress payments or other advance billings that are due prior to the completion of performance by the arise from any ▇▇▇▇▇▇▇▇le Borrower -and-hold or other sale of the subject contract for goods which remain in Borrower's possession or services, andunder Borrower's control.
(hp) an Account that The account is not the obligation of a distributor to whom Borrower has not been billed discontinued sales of inventory for reasons related to the customercreditworthiness of such distributor.
(q) The account is otherwise reasonably acceptable to Agent.
Appears in 1 contract
Sources: Credit Agreement (Beringer Wine Estates Holdings Inc)
Eligible Accounts. The Eligible Accounts are bona fide existing ----------------- payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of a Borrower's Borrowers' business, and, to the Knowledge of Borrowers, are owed to such Borrower Borrowers without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Account is not,:
(a) owed by an employee, Affiliate, or agent of any a Borrower,
(b) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill ▇▇▇▇ and hold, or on any other terms by reason of which the payment ▇▇ ▇he by the Account Debtor may be conditional,
(c) payable in a currency other than Dollars,
(d) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account,
(e) to the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any a Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,
(f) on account of a transaction as to which the goods giving rise to such Account have not been shipped and billed to the Account Debtor or the services giving rise to such Account have not been performed and accepted by the Account Debtor,
(g) a right to receive progress payments or other advance billings ▇▇▇▇▇▇▇▇ that are due prior to the completion of performance by the ▇▇▇▇▇▇▇▇le applicable Borrower of the subject contract for goods or services, and
(h) an Account that has not been billed to the customer.
Appears in 1 contract
Eligible Accounts. The Each Grantor that is a Borrower represents and warrants to the Administrative Agent that (a) the Eligible Accounts of such Grantor are bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of a Borrower's such Grantor’s business, and, to the Knowledge of Borrowers, are owed to such Borrower Grantor without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to , and (b) each Eligible Account, Account of such Account Grantor is not,:
(ai) owed by an employee, Affiliate, or agent of any a Borrower,
(bii) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and holdhold (except Accounts of the Borrowers having an aggregate invoice amount for all such Borrowers of (together with Accounts referred to in the parenthetical set forth in clause (vi) below) up to $1,500,000 with respect to goods that are subject to a bill and hold agreement in form and substance satisfactory to the Administrative Agent), or on any other terms by reason of which the payment ▇▇ ▇he by the Account Debtor may be conditional,
(ciii) payable in a currency other than Dollars,
(div) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account,
(ev) to the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any Borrower a such Grantor has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,
(fvi) on account of a transaction as to which the goods giving rise to such Account have not been shipped and billed (except Accounts of the Borrowers having an aggregate invoice amount for all such Borrowers of (together with Accounts referred to in the parenthetical set forth in clause (ii) above) up to $1,500,000 with respect to goods that are subject to a bill and hold agreement in form and substance satisfactory to the Administrative Agent) to the Account Debtor or the services giving rise to such Account have not been performed and accepted by the Account Debtor,
(gvii) a right to receive progress payments or other advance billings ▇▇▇▇▇▇▇▇ that are due prior to the completion of performance by the ▇▇▇▇▇▇▇▇le Borrower such Grantor of the subject contract for goods or services, and
(hviii) an Account that has not been billed to the customercustomer (except Accounts of the Borrowers having an aggregate invoice amount for all such Borrowers of up to $1,500,000 with respect to goods that are subject to a bill and hold letter in form and substance satisfactory to the Administrative Agent).
Appears in 1 contract
Eligible Accounts. The Eligible Accounts are bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of a the Borrower's ’s business, and, owed to the Knowledge of Borrowers, are owed to such Borrower without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Account is not,:
(ai) owed by an employee, Affiliate, or agent of any Borrower,
(bii) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill ▇▇▇▇ and hold, or on any other terms by reason of which the payment ▇▇ ▇he by the Account Debtor may be conditional,;
(ciii) payable in a currency other than Dollars,
(div) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account,
(ev) to the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,
(fvi) on account of a transaction as to which the goods giving rise to such Account have not been shipped and billed to the Account Debtor or the services giving rise to such Account have not been performed and accepted by the Account Debtor,
(gvii) a right to receive progress payments or other advance billings ▇▇▇▇▇▇▇▇ that are due prior to the completion of performance by the ▇▇▇▇▇▇▇▇le Borrower of the subject contract for goods or services, and
(hviii) an Account that has not been billed to the customer.
Appears in 1 contract
Sources: Credit and Security Agreement (Corsair Components, Inc.)
Eligible Accounts. The Eligible Accounts are bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of a Borrower's Borrowers' business, and, to the Knowledge of Borrowers, are owed to such Borrower Borrowers without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Account is not,:
(a) owed by an employee, Affiliate, or agent Lender of any a Borrower,
(b) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and ▇▇▇ hold, or on any other terms by reason of which the payment ▇▇ ▇he by the Account Debtor may be conditional,
(c) payable in a currency other than Dollars,
(d) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account,
(e) to the Knowledge actual knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any a Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,
(f) on account of a transaction as to which the goods giving rise to such Account have not been shipped and billed to the Account Debtor or the services giving rise to such Account have not been performed and accepted by the Account Debtor,
(g) a right to receive progress payments or other advance billings that bill▇▇▇▇ ▇▇▇t are due prior to the completion of performance by the ▇▇▇▇▇▇▇▇le applicable Borrower of the subject contract for goods or services, and
(h) an Account that has not been billed to the customer.
Appears in 1 contract
Eligible Accounts. The Eligible Accounts are bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of a Borrower's Borrowers' business, and, to the Knowledge of Borrowers, are owed to such Borrower Borrowers without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Account is not,:
(a) owed by an employee, Affiliate, or agent of any a Borrower,
(b) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill ▇▇▇▇ and hold, or on any other terms by reason of which the payment ▇▇ ▇he by the Account Debtor may be conditional,
(c) payable in a currency other than DollarsDollars (except as provided under Section 2.18),
(d) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account,
(e) to the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any a Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,
(f) on account of a transaction as to which the goods giving rise to such Account have not been shipped and billed to the Account Debtor or the services giving rise to such Account have not been performed and accepted by the Account Debtor,
(g) a right to receive progress payments or other advance billings ▇▇▇▇▇▇▇▇ that are due prior to the completion of performance by the ▇▇▇▇▇▇▇▇le applicable Borrower of the subject contract for goods or services, and
(h) an Account that has not been billed to the customer.
Appears in 1 contract
Sources: Loan and Security Agreement (Hudson Highland Group Inc)
Eligible Accounts. The Upon the delivery by Borrower to Lender of an Accounts Report, Lender shall determine, in its sole and absolute discretion, which individual Accounts listed thereon are Eligible Accounts are bona fide existing payment obligations of Account Debtors created by Accounts. In making this determination, Lender will consider the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of a Borrower's business, and, to the Knowledge of Borrowers, are owed to such Borrower without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Account is not,following requirements:
(a) owed by If the individual Account arises from the sale of goods, such goods have been shipped or delivered on open account and on an employeeabsolute sale basis and not on consignment, Affiliateon approval or on a sale-or-return basis or subject to any other repurchase or return agreement and no material part of such goods has been returned (other than returns described in Section 7.4), repossessed, rejected, lost or agent of any Borrower,damaged;
(b) on account The individual Account is not evidenced by chattel paper or an instrument of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or on any other terms by reason of which the payment ▇▇ ▇he Account Debtor may be conditional,kind;
(c) payable in a currency other than Dollars,The Account Debtor obligated on such individual Account is not insolvent or the subject of any bankruptcy or insolvency proceeding of any kind and Lender is satisfied with the creditworthiness of such Account Debtor;
(d) owed by If the individual Account is owing from an Account Debtor that located outside the United States or Canada, such Account Debtor has furnished Borrower with an irrevocable letter of credit which has been issued or has asserted confirmed by a right of setofffinancial institution acceptable to Lender, is in form and substance acceptable to Lender, has disputed its liabilitybeen pledged to Lender, or has made any claim with respect to its obligation to pay and is payable in United States dollars in an amount not less than the face value of the individual Account,;
(e) The individual Account is a valid, legally enforceable obligation of the relevant Account Debtor and such Account Debtor has not asserted any offset, counterclaim or defense denying liability thereunder; provided, however, that if such offset, counterclaim or defense has been asserted, such Account shall be ineligible only to the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition extent of such Account Debtor,asserted offset, counterclaim or defense;
(f) on account of a transaction as The individual Account is subject to which the goods giving rise and covered by Lender's perfected security interest and is not subject to such Account have not been shipped and billed to the Account Debtor any other lien, claim, encumbrance or the services giving rise to such Account have not been performed and accepted by the Account Debtor,security interest;
(g) a right to receive progress payments The individual Account is evidenced by an invoice or other advance billings that are due prior documentation in form acceptable to the completion of performance by the ▇▇▇▇▇▇▇▇le Borrower of the subject contract for goods or services, andLender;
(h) The individual Account (x) has not remained unpaid as of thirty-five (35) days from the date of original invoice, if no due date is specified or if a due date is specified, has not remained unpaid as of twenty-eight (28) days after the due date but in no event more than fifty- eight (58) days following the original date of the invoice and (y) is not owing from an Account Debtor with respect to which more than twenty-five percent (25%) of the balance of all individual Accounts owing from such Account Debtor has remained unpaid for the applicable period specified in clause (x) above;
(i) If the Account Debtor is located in the State of New Jersey, Borrower has filed a Notice of Business Activities Report (or equivalent report) with the appropriate officials in such states for the then current year;
(j) The individual Account is not owing from an employee, officer, agent, director, stockholder of Borrower or any Affiliate or from the United States of America or any department, agency or instrumentality thereof;
(k) Each of the warranties and representations set forth in Section 9.2 has been reaffirmed with respect to such individual Account at the time that the most recent Accounts Report was delivered to Lender;
(l) The individual Account is one against which Lender is legally permitted to make loans and advances;
(m) If the Account Debtor is the United States of America or any department, agency or instrumentality thereof, Borrower must have assigned its right to payment of such Account to Lender, in a manner satisfactory to Lender, so as to comply with the Assignment of Claims Act of 1940 (31 U.S.C. Section 203 et seq., as amended);
(n) The Account does not arise out of a sale or order that has not yet been billed to shipped and invoiced; and
(o) The Account does not arise out of COD/cash sale, counter sale or backhaul; provided, however, that in the customerevent an Account arises out of a COD/cash sale or counter sale that is less than seven (7) days past due then such Account shall be deemed an Eligible Account; provided further that the aggregate amount of such Accounts shall not at any time exceed $200,000.
Appears in 1 contract
Eligible Accounts. The Eligible Accounts are bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of a Borrower's business, and, to the Knowledge of Borrowers, are owed to such Borrower without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Account is not,:
(a) owed by an employee, Affiliate, or agent of any Borrower,
(b) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill ▇▇▇▇ and hold, or on any other terms by reason of which the payment ▇▇ ▇he by the Account Debtor may be conditional,
(c) payable in a currency other than Dollars,
(d) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account,
(e) to the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,
(f) on account of a transaction as to which the goods giving rise to such Account have not been shipped and billed to the Account Debtor or the services giving rise to such Account have not been performed and accepted by the Account Debtorperformed,
(g) a right to receive progress payments or other advance billings ▇▇▇▇▇▇▇▇ that are due prior to the completion of performance by the ▇▇▇▇▇▇▇▇le Borrower of the subject contract for goods or services, and
(h) an Account that has not been billed to the customer.
Appears in 1 contract
Eligible Accounts. The Eligible Accounts are bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of a the Borrower's business, and, owed to the Knowledge of Borrowers, are owed to such Borrower without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Account is not,:
(ai) owed by an employee, Affiliate, or agent of any Borrower,
(bii) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill ▇▇▇▇ and hold, or on any other terms by reason of which the payment ▇▇ ▇he by the Account Debtor may be conditional,;
(ciii) payable in a currency other than Dollars,
(div) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account,
(ev) to the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,
(fvi) on account of a transaction as to which the goods giving rise to such Account have not been shipped and billed to the Account Debtor or the services giving rise to such Account have not been performed and accepted by the Account Debtor,
(gvii) a right to receive progress payments or other advance billings ▇▇▇▇▇▇▇▇ that are due prior to the completion of performance by the ▇▇▇▇▇▇▇▇le Borrower of the subject contract for goods or services, and
(hviii) an Account that has not been billed to the customer.
Appears in 1 contract
Eligible Accounts. The Eligible Accounts are bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of a Borrower's business, and, to the Knowledge of Borrowers, are owed to such Borrower without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Account is not,:
(a) owed by an employee, Affiliate, or agent of any Borrower,
(b) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill ▇▇▇▇ and hold, or on any other terms by reason of which the payment ▇▇ ▇he by the Account Debtor may be conditionalconditional (unless such conditions have been satisfied),
(c) payable in a currency other than Dollars,
(d) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account,
(e) to the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,
(f) on account of a transaction as to which the goods giving rise to such Account have not been shipped and billed to the Account Debtor or the services giving rise to such Account have not been performed and accepted by the Account Debtor,
(g) a right to receive progress payments or other advance billings ▇▇▇▇▇▇▇▇ that are due prior to the completion of performance by the ▇▇▇▇▇▇▇▇le Borrower of the subject contract for goods or services, and
(h) an Account that has not been billed to the customer.
Appears in 1 contract
Sources: Loan and Security Agreement (Special Devices Inc /De)
Eligible Accounts. The Eligible Accounts are bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of a BorrowerDF's business, and, to the Knowledge of Borrowers, are owed to such Borrower DF without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Account is not,:
(a) owed by an employee, Affiliate, or agent Lender of any BorrowerDF,
(b) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or on any other ▇▇▇▇r terms by reason of which the payment ▇▇ ▇he by the Account Debtor may be conditional,
(c) payable in a currency other than Dollars,
(d) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account,
(e) to the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any Borrower DF has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,
(f) on account of a transaction as to which the goods giving rise to such Account have not been shipped and and/or billed to the Account Debtor or the services giving rise to such Account have not been performed and accepted by the Account Debtor,, and
(g) a right to receive progress payments or other advance billings that are due prior to ▇▇▇▇▇ ▇▇ the completion of performance by the ▇▇▇▇▇▇▇▇le Borrower DF of the subject contract for goods or services, and
(h) an Account that has not been billed to the customer.
Appears in 1 contract
Eligible Accounts. The Eligible Accounts are bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of a Borrower's Borrowers' business, and, to the Knowledge of Borrowers, are owed to such Borrower Borrowers without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Account is not,:
(a) owed by an employee, Affiliate, or agent of any a Borrower,
(b) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and ▇▇▇ hold, or on any other terms by reason of which the payment ▇▇ ▇he by the Account Debtor may be conditional,
(c) a Domestic Account payable in a currency other than Dollars,
(d) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account,
(e) to the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any a Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,
(f) on account of a transaction as to which the goods giving rise to such Account have not been shipped and billed to the Account Debtor or the services giving rise to such Account have not been performed and accepted by the Account Debtor,
(g) a right to receive progress payments or other advance billings that bill▇▇▇▇ ▇▇▇t are due prior to the completion of performance by the ▇▇▇▇▇▇▇▇le applicable Borrower of the subject contract for goods or services, and
(h) an Account that has not been billed to the customer.
Appears in 1 contract
Eligible Accounts. The Eligible Accounts are bona fide existing payment ----------------- obligations of Account Debtors created by the sale sale, delivery and delivery unconditional acceptance of Inventory or the rendition and unconditional acceptance of services to such Account Debtors in the ordinary course of a Borrower's Borrowers' business, andand such Accounts, to the Knowledge extent not excluded from the definition of Borrowers"Eligible Accounts" pursuant to paragraph (n) thereof, are unconditionally owed to such a Borrower without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to Further, each Eligible Account, such Account is not,:
(a) owed by an employee, Affiliate, or agent of any a Borrower,
(b) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill ▇▇▇▇ and hold, or on any other terms by reason of which the payment ▇▇ ▇he by the Account Debtor may be conditional,
(c) payable in a currency other than Dollars,an Agreed Currency;
(d) owed by an Account Debtor that has a right of setoff, has made known its intention to assert a right of setoff, or has asserted a right of setoff, or has disputed its liability, or has made any claim with respect to its obligation to pay the Account,
(e) to the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any a Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,, and
(f) on account of a transaction as to construction or other contract or agreement the completion or performance of which is the goods giving rise to such Account have not been shipped and billed to the Account Debtor subject of a bonding or the services giving rise to such Account have not been performed and accepted by the Account Debtorother surety arrangement,
(g) composing a right to receive progress payments or other advance billings that are due prior to the completion of performance by the ▇▇▇▇▇▇▇▇le Borrower portion of the subject contract for goods or services, andExcluded Assets,
(h) composed of a "retainage" or "hold-back" from the amount due, to the extent of the amount of such "retainage," or "hold-back," or
(i) an Account that has not been billed to the customer.
Appears in 1 contract
Sources: Loan and Security Agreement (Friede Goldman Halter Inc)
Eligible Accounts. The Eligible Accounts and Eligible Unbilled Accounts are bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of a Borrower's the Companies' business, andand such Accounts, to the Knowledge extent not excluded from the definition of Borrowers"Eligible Accounts" pursuant to paragraph (j) thereof, are unconditionally owed to such Borrower a Company without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As The services giving rise to each such Eligible AccountAccounts and Eligible Unbilled Accounts, to the extent such Accounts are not excluded from the definition of "Eligible Accounts" pursuant to paragraph (j) thereof, have been performed and unconditionally accepted by such Account is not,
(a) owed by an employee, Affiliate, or agent of any Borrower,
(b) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or on any other terms by reason of which the payment ▇▇ ▇he Account Debtor may be conditional,
(c) payable in a currency other than Dollars,
(d) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account,
(e) to the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any Borrower Debtor. No Company has received notice of an actual or imminent Insolvency Proceeding bankruptcy, insolvency, or a material impairment of the financial condition of such any Account Debtor,
(f) on account of a transaction as to which the goods giving rise to such Debtor regarding any Eligible Account have not been shipped and billed to or Eligible Unbilled Account. Each Company that owns an Account the Account Debtor of which is the United States or the services giving rise a State, or any department, agency or instrumentality thereof, has executed and delivered to Administrative Agent an Assignment of Claims Act Notice with respect to such Account have not been performed and accepted by the Account Debtor,
(g) a right to receive progress payments or other advance billings that are due prior Account, to the completion extent required pursuant to Section 3.1(c)(vii) or Section 6.18. Upon filing such Assignment of performance Claims Act Notice with such Account Debtor and/or as instructed in a cover memorandum prepared by Borrower and attached to such Assignment of Claims Act Notice, such Assignment of Claims Act Notice will be effective under the ▇▇▇▇▇▇▇▇le Borrower Assignment of the subject contract for goods Claims Act (or servicesif applicable, and
(h) an Account that has not been billed under such State's statutory counterpart to the customerAssignment of Claims Act) to require such Account Debtor to remit the proceeds of such Account directly to Collateral Agent for the benefit of Lender Group.
Appears in 1 contract
Sources: Loan and Security Agreement (Icf Kaiser International Inc)
Eligible Accounts. The Eligible Accounts are bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of a Borrower's Borrowers' business, and, to the Knowledge of Borrowers, are owed to such Borrower Borrowers without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Account is not,:
(a) owed by an employee, Affiliate, or agent of any a Borrower,
(b) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and ▇▇▇ hold, or on any other terms by reason of which the payment ▇▇ ▇he by the Account Debtor may be conditional,
(c) payable in a currency other than Dollars,
(d) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account,
(e) to the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any a Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,
(f) on account of a transaction as to which the goods giving rise to such Account have not been shipped and billed to the Account Debtor or the services giving rise to such Account have not been performed and accepted by the Account Debtor,
(g) a right to receive progress payments or other advance billings that bill▇▇▇▇ ▇▇▇t are due prior to the completion of performance by the ▇▇▇▇▇▇▇▇le applicable Borrower of the subject contract for goods or services, and
(h) an Account that has not been billed to the customer.
Appears in 1 contract
Eligible Accounts. The Eligible Accounts are bona fide existing payment obligations of As to each Account Debtors created represented by the sale and delivery Borrower to be an "Eligible Account" on a Borrowing Base Certificate, as of Inventory or the rendition date of services to each such Borrowing Base Certificate:
(a) Such Account Debtors arose in the ordinary course of the business of the Borrower out of either (i) a bona fide sale of Inventory by the Borrower's business, andin accordance with the terms of the Contract under which the Account arose, or (ii) services performed by the Borrower under an enforceable contract, and in such case such services have in fact been performed for the appropriate account debtor in accordance with such contract.
(b) Unless otherwise approved in writing by the Lender on a case-by-case basis, such Account represents a legally valid and enforceable claim which is due and owing to the Knowledge of Borrowers, are owed Borrower by such account debtor in at least such amount as is represented by the Borrower to the Bank on such Borrower without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible AccountBorrowing Base Certificate, such Account is not,
due and payable not more than thirty (a30) owed by an employee, Affiliatedays from the delivery of the related Inventory, or agent of any Borrower,
(b) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or on any other terms by reason of which the payment ▇▇ ▇he Account Debtor may be conditional,
(c) payable in a currency other than Dollars,
(d) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account,
(e) to the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any Borrower has received notice of an imminent Insolvency Proceeding or a material impairment performance of the financial condition of such Account Debtor,
(f) on account of a transaction as to which the goods related services, giving rise to such Account have and, unless the Bank otherwise allows, such Account has not been shipped and billed due for more than ninety (90) days (from the date of invoice).
(c) To Borrower's knowledge, the unpaid balance of such Account as represented by the Borrower to the Lender on such Borrowing Base Certificate is not subject to any defense, counterclaim, set-off, credit, allowance or adjustment by the account debtor because of returned, inferior or damaged Inventory or services, or for any other valid reason, except for customary discounts allowed by Borrower in the ordinary course of business for prompt payment or as otherwise indicated by credit memos disclosed in such Borrowing Base Certificate, and there is no agreement between Borrower, the related account debtor and any other person for any rebate, discount, concession or release of liability, in whole or in part.
(d) To Borrower's knowledge, the transactions leading to the creation of such Account Debtor comply with all applicable state and federal laws and regulations.
(e) The Borrower has granted to the Bank a perfected security interest in such Account (as an item of the Collateral) prior in right to all other persons (other than Permitted Liens), and such Account has not been sold, transferred or otherwise assigned by the services giving rise Borrower to any Person, other than the Bank.
(f) Such Account is not represented by any note, trade acceptance, draft or other negotiable instrument or by any chattel paper, except any such as constitute an item of Collateral on or prior to such Account have not been performed and accepted by the Account Debtor,Account's inclusion on such Borrowing Base Certificate.
(g) a right The Borrower has not received, with respect to receive progress payments or other advance billings that are due prior to the completion of performance by the ▇▇▇▇▇▇▇▇le Borrower such Account, any actual notice of the subject contract death of the related account debtor, nor of the dissolution, liquidation, termination of existence, insolvency, business failure, appointment of a receiver for goods any part of the property of, assignment for the benefit of creditors by, or servicesthe filing of a petition in bankruptcy or the commencement of any proceeding under any bankruptcy or insolvency laws by or against, andsuch account debtor.
(h) The account debtor on such Account is not:
(i) an Account that has not been billed affiliate of the Borrower,
(ii) the United States of America or any department, agency or instrumentality thereof (to the customerextent the same exceeds $5,000 for any single invoice) unless the grant of a security interest therein has been made to the Lender in compliance with applicable federal assignment of claims laws and regulations,
(iii) a citizen or resident of any jurisdiction other than one of the United States (unless covered by satisfactory letter of credit, foreign receivable insurance, or otherwise acceptable to the Lender), or
(iv) an account debtor whom the Bank has, in the reasonable exercise of such Bank's sole reasonable discretion, determined to be (based on such factors relating to such account debtor as the Bank deems appropriate) an ineligible account debtor and as to which the Bank has notified the Borrower, PROVIDED, HOWEVER, that any such notice shall not apply retroactively as to any particular Account if such Account was included on a prior Borrowing Base Certificate by the Borrower prior to the giving of such notice by the Bank and which otherwise complied with each and every other requirement under this Agreement for the denomination of such Account as an "Eligible Account."
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Zimmerman Sign Co)
Eligible Accounts. The Eligible Accounts are bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of a Borrower's Borrowers’ business, and, to the Knowledge of Borrowers, are owed to such Borrower Borrowers without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Account is not,:
(a) owed by an employee, Affiliate, or agent any Lender of any a Borrower,
(b) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill ▇▇▇▇ and hold, or on any other terms by reason of which the payment ▇▇ ▇he by the Account Debtor may be conditional,
(c) payable in a currency other than Dollars,
(d) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account,
(e) to the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any a Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,
(f) on account of a transaction as to which the goods giving rise to such Account have not been shipped and billed to the Account Debtor or the services giving rise to such Account have not been performed and accepted by the Account Debtor,
(g) a right to receive progress payments or other advance billings ▇▇▇▇▇▇▇▇ that are due prior to the completion of performance by the ▇▇▇▇▇▇▇▇le applicable Borrower of the subject contract for goods or services, and
(h) an Account that has not been billed to the customer.
Appears in 1 contract
Eligible Accounts. The Eligible Accounts are bona fide existing ----------------- payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of a Borrower's business, and, to the Knowledge of Borrowers, are owed to such Borrower without defenses, disputes, offsets, offsets counterclaims, or rights of return or cancellation. As to each Eligible Account, such Account is not,:
(a) owed by an employee, Affiliate, or agent of any Borrower,
(b) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill ▇▇▇▇ and hold, or on any other terms by reason of which the payment ▇▇ ▇he by the Account Debtor may be conditional,
(c) payable in a currency other than Dollars,
(d) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account,
(e) to the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,
(f) on account of a transaction as to which the goods giving rise to such Account have not been shipped and billed to the Account Debtor or the services giving rise to such Account have not been performed and accepted by the Account Debtor,
(g) a right to receive progress payments or other advance billings that are due prior to the completion of performance by the ▇▇▇▇▇▇▇▇le Borrower of the subject contract for goods or services, and
(h) an Account that has not been billed to the customer.
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Sources: Loan and Security Agreement (DSG International LTD)
Eligible Accounts. The Eligible Accounts are bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of a Borrower's Borrowers’ business, and, to the Knowledge of Borrowers, are owed to such Borrower Borrowers without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Account is not,:
(a) owed by an employee, Affiliate, or agent of any a Borrower,
(b) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill ▇▇▇▇ and holdhold (except Accounts of the Borrowers having an aggregate invoice amount for all such Borrowers of up to $1,500,000 with respect to goods that are subject to a ▇▇▇▇ and hold agreement in form and substance satisfactory to Agent), or on any other terms by reason of which the payment ▇▇ ▇he by the Account Debtor may be conditional,
(c) payable in a currency other than Dollars,
(d) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account,
(e) to the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any a Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,
(f) on account of a transaction as to which the goods giving rise to such Account have not been shipped and billed (except Accounts of the Borrowers having an aggregate invoice amount for all such Borrowers of up to $1,500,000 with respect to goods that are subject to a ▇▇▇▇ and hold agreement in form and substance satisfactory to Agent) to the Account Debtor or the services giving rise to such Account have not been performed and accepted by the Account Debtor,
(g) a right to receive progress payments or other advance billings ▇▇▇▇▇▇▇▇ that are due prior to the completion of performance by the ▇▇▇▇▇▇▇▇le applicable Borrower of the subject contract for goods or services, and
(h) an Account that has not been billed to the customercustomer (except Accounts of the Borrowers having an aggregate invoice amount for all such Borrowers of up to $1,500,000 with respect to goods that are subject to a ▇▇▇▇ and hold letter in form and substance satisfactory to Agent).
Appears in 1 contract
Eligible Accounts. The Eligible Accounts are bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of a Borrower's Borrowers' business, and, to the Knowledge of Borrowers, are owed to such Borrower Borrowers without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Account is not,:
(a) owed by an employee, Affiliate, or agent of any a Borrower,
(b) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill ▇▇▇▇ and hold, or on any other terms by reason of which the payment ▇▇ ▇he by the Account Debtor may be conditional,
(c) other than permitted foreign Eligible Accounts, payable in a currency other than Dollars,
(d) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account,
(e) to the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any a Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,
(f) on account of a transaction as to which the goods giving rise to such Account have not been shipped and billed to the Account Debtor or the services giving rise to such Account have not been performed and accepted by the Account Debtor,
(g) a right to receive progress payments or other advance billings ▇▇▇▇▇▇▇▇ that are due prior to the completion of performance by the ▇▇▇▇▇▇▇▇le applicable Borrower of the subject contract for goods or services, and
(h) an Account that has not been billed to the customer.
Appears in 1 contract
Eligible Accounts. The Eligible Accounts are bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of a Borrower's business, and, to the Knowledge of Borrowers, are owed to such Borrower without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Account is not,:
(a) owed by an employee, Affiliate, or agent of any Borrower,
(b) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill ▇▇▇▇ and hold, or on any other terms by reason of which the payment ▇▇ ▇he by the Account Debtor may be conditional,
(c) payable in a currency other than Dollars,
(d) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account,
(e) to the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,
(f) on account of a transaction as to which the goods giving rise to such Account have not been shipped and billed to the Account Debtor or the services giving rise to such Account have not been performed and accepted by the Account Debtor,
(g) a right to receive progress payments or other advance billings ▇▇▇▇▇▇▇▇ that are due prior to the completion of performance by the ▇▇▇▇▇▇▇▇le Borrower of the subject contract for goods or services, and
(h) an Account that has not been billed to the customer.
Appears in 1 contract