Section Accounts Clause Samples

Section Accounts. (a) Such Grantor will not, other than in the ordinary course of business when no Event of Default exists, (i) grant any extension of the time of payment of any Account, (ii) compromise or settle any Account for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any Account, (iv) allow any credit or discount on any Account, (v) redate any invoice or sale or make sales on extended dating, or (vi) amend, supplement or modify any Account in any manner that could materially adversely affect the value thereof. (b) The Administrative Agent shall have the right to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and such Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. (c) No Grantor shall, except to the extent done in the ordinary course of its business and in accordance with sound business judgment (and provided that, if an Event of Default has occurred and be continuing, the Administrative Agent has not instructed such Grantor otherwise), accept any note or other instrument (except a check or other instrument for the immediate payment of money) with respect to any of its Accounts without the Administrative Agent's written consent. If the Administrative Agent consents to the acceptance of any such instrument, it shall be considered as evidence of the Account and not payment thereof and the Grantor will promptly deliver such instrument to the Administrative Agent endorsed by such Grantor to the Administrative Agent in a manner satisfactory in form and substance to the Administrative Agent. Regardless of the form of presentment, demand or notice of protest with respect thereto, the applicable Grantor shall remain liable thereon until such instrument is paid in full. (d) Each Grantor shall notify the Agent promptly of all disputes and claims in excess of $500,000 with any Account Debtor, and agrees to settle, contest or adjust such dispute or claim at no expense to the Administrative Agent or any Lender. Each Grantor shall send the Administrative Agent a copy of each credit memorandum in excess of $500,000 issued outside of the ordinary course of such Grantor's business as soon as issued, and such Grantor shall promptly report that credit on Borrowing Base Certificates submitted by it. The Administrative Agent may, at all times when an Event of Default exists...

Section Accounts. Unless Debtor has given Secured Party written notice to the contrary, whenever the security interest granted hereunder attaches to an account, Debtor shall be deemed to have represented and warranted to Secured Party as to each and all of its accounts that (a) each account is genuine and is in all respects what it purports to be, (b) each account represents the legal, valid, and binding obligation of the account debtor evidencing indebtedness unpaid and owed by such account debtor arising out of the performance of labor or services by Debtor or the sale or lease of goods by Debtor, and (c) the amount of each account represented as owing is the correct amount actually and unconditionally owing except for normal trade discounts and other normal credits (such as allowances for warranty claims) granted in the ordinary course of business.

Section Accounts. (a) No amount payable to such Grantor under or in connection with any Account is evidenced by any Instrument or Chattel Paper which has not been delivered to the Administrative Agent, properly endorsed for transfer, to the extent delivery is required by Section 4.4. (b) With respect to such Grantor's Accounts, that: (i) each existing Account represents, and each future Account will represent, a bona fide sale or lease and delivery of goods by such Grantor, or rendition of services by such Grantor, in the ordinary course of such Grantor's business; (ii) each existing Account is, and each future Account will be, for a liquidated amount payable by the Account Debtor thereon on the terms set forth in the invoice therefor or in the schedule thereof delivered to the Administrative Agent, without any discount, offset, deduction, defense or counterclaim except those arising in the ordinary course of such Grantor's business and as reported to the Administrative Agent and the Lenders in Borrowing Base Certificates delivered in accordance with the Credit Agreement; (iii) no payment will be received with respect to any Account of such Grantor, and no credit, discount or extension or agreement therefor will be granted on any Account of such Grantor, except those arising in the ordinary course of such Grantor's business and as reported to the Administrative Agent and the Lenders in Borrowing Base Certificates delivered in accordance with the Credit Agreement; (iv) each copy of an invoice delivered to the Administrative Agent by such Grantor will be a genuine copy of the original invoice sent to the Account Debtor named therein and (v) all goods described in any invoice representing a sale of goods will have been shipped to the Account Debtor and all services of such Grantor described in each invoice will have been performed. For the purposes of the foregoing representations and warranties, "Accounts" shall have the meaning ascribed thereto in clauses (i) and (ii) of Section 9-102(a)(2) of the UCC.