WARRANTIES WITH RESPECT TO RECEIVABLES Sample Clauses

WARRANTIES WITH RESPECT TO RECEIVABLES. Borrower represents and warrants to Lender that each Receivable created by it (i) will be free and clear of liens and encumbrances in favor of any Person other than Lender, except as otherwise permitted hereunder, (ii) will cover a bona fide sale and delivery of merchandise usually dealt in by Borrower in the ordinary course of its business or will cover the rendition of services by Borrower to customers of a kind ordinarily rendered in the ordinary course of Borrower’s business, (iii) will be for a liquidated amount from a customer competent to contract therefor, (iv) is not subject to renegotiation, except in the ordinary course of Borrower’s business consistent with Borrower’s past practice, (v) is not subject to any prepayment or credit and will not be subject to any deduction, offset, counterclaim, lien or other condition other than in the ordinary course of Borrower’s business, and (vi) is generally enforceable in accordance with its terms. Borrower further represents and warrants that all services to be performed by Borrower in connection with each Receivable have been performed.
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WARRANTIES WITH RESPECT TO RECEIVABLES. Each Receivable (i) will cover a bona fide sale and delivery of merchandise usually dealt in by Debtor in the ordinary course of its business or will cover the rendition of services by Debtor to customers of a kind ordinarily rendered in the ordinary course of Debtor's business, (ii) will be for a liquidated amount from a customer competent to contract therefor, (iii) is not subject to renegotiation, (iv) is not subject to any prepayment or credit and will not be subject to any deduction, offset, counterclaim, lien or other condition, except in the ordinary course of business, and (v) is generally enforceable in accordance with its terms. Debtor further represents and warrants that all services to be performed by it in connection with each Receivable have been performed.
WARRANTIES WITH RESPECT TO RECEIVABLES. Borrowers represent and warrant to Lender that each Receivable created by Borrowers (i) will be free and clear of liens and encumbrances in favor of any Person other than Lender, except as otherwise permitted hereunder, (ii) will cover a bona fide sale and delivery of merchandise usually dealt in by Borrowers in the ordinary course of their business or will cover the rendition of services by Borrowers to customers of a kind ordinarily rendered in the ordinary course of Borrowers' business, (iii) will be for a liquidated amount from a customer competent to contract therefor, (iv) is not subject to renegotiation, (v) is not subject to any prepayment or credit and will not be subject to any deduction, offset, counterclaim, lien or other condition other than in the ordinary course of Borrowers' business, and (vi) is generally enforceable in accordance with its terms. Borrowers further represent and warrant that all services to be performed by Borrowers in connection with each Receivable have been performed.
WARRANTIES WITH RESPECT TO RECEIVABLES. Each Borrower represents and warrants to Lender that each Receivable created by it (i) will be free and clear of liens and encumbrances in favor of any Person other than Lender, except as otherwise permitted hereunder, (ii) will cover a bona fide sale and delivery of merchandise usually dealt in by each such Borrower in the ordinary course of its business or will cover the rendition of services by each such Borrower to customers of a kind ordinarily rendered in the ordinary course of each such Borrower's business, (iii) will be for a liquidated amount from a customer competent to contract therefor, (iv) is not subject to renegotiation, except in the ordinary course of each Borrower's business consistent with each such Borrower's past practice, (v) is not subject to any prepayment or credit and will not be subject to any deduction, offset, counterclaim, lien or other condition other than in the ordinary course of each such Borrower's business, and (vi) is generally enforceable in accordance with its terms. Each Borrower further represents and warrants that all services to be performed by each such Borrower in connection with each Receivable have been performed.
WARRANTIES WITH RESPECT TO RECEIVABLES. Each Borrower agrees, represents and warrants that each Receivable will be owned by such Borrower free and clear of any Liens, claims or encumbrances other than those in favor of the Bank and will cover a bona fide sale and delivery of merchandise usually dealt in by such Borrower, or the rendition by such Borrower of services to customers in the ordinary course of business, and will be for a liquidated amount maturing as stated in the schedules thereof and in the invoice covering said sale, and the Bank's security interest therein will not be subject to any Liens other than Permitted Liens; but the Bank shall retain its security interest in all Receivables, eligible and ineligible, until all Obligations have been fully satisfied.
WARRANTIES WITH RESPECT TO RECEIVABLES. (i) will cover a bona fide sale and delivery of merchandise usually dealt in by Debtor in the ordinary course of its business or will cover the rendition of services by Debtor to customers of a kind ordinarily rendered in the ordinary course of Debtor's business, (ii) will be for a liquidated amount from a customer competent to contract therefor, (iii) is not subject to renegotiation, (iv) is not subject to any prepayment or credit and will not be subject to any deduction, offset, counterclaim, lien or other condition, and (v) is generally enforceable in accordance with its terms. Debtor further represents and warrants that all services to be performed by Debtor in connection with each Receivable have been performed. Confirmatory Written Assignments. Promptly after the creation of any Receivable, if Lender shall so request, Debtor shall execute and deliver confirmatory written assignments to Lender of Receivables, but the failure to execute or deliver any schedule or assignment shall not affect or limit any lien or other right of Lender in and to any Receivable. Debtor shall cause all of its invoices to be printed and to bear consecutive numbers, and to issue its invoices in such consecutive numerical order. On Lender's request therefor, Debtor shall also furnish to Lender copies of invoices to customers and shipping and delivery receipts or warehouse receipts thereof. Debtor will also furnish Lender with such other documents and instruments as Lender may request in connection with any Receivables, including detailed monthly agings. Debtor shall deliver to Lender the originals of all letters of credit, notes, and Instruments in its favor and such endorsements or assignments as Lender may request.
WARRANTIES WITH RESPECT TO RECEIVABLES. Except as otherwise specifically disclosed in writing in any Borrowing Base Certificate (as defined in the Loan Agreement), each Receivable (i) will cover a bona fide sale and delivery of merchandise usually dealt in by the applicable Debtor in the ordinary course of its business or will cover the rendition of services by such Debtor to customers of a kind ordinarily rendered in the ordinary course of such Debtor’s business, (ii) will be for a liquidated amount from a customer competent to contract therefor, (iii) is not subject to renegotiation, (iv) is not subject to any prepayment or credit and will not be subject to any deduction, offset, counterclaim, lien or other condition other than in the ordinary course of a Debtor’s business and as disclosed in the Borrowing Base Certificate, and (v) is generally enforceable in accordance with its terms. Each Debtor further represents and warrants that all services to be performed by it in connection with each Receivable have been performed.
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Related to WARRANTIES WITH RESPECT TO RECEIVABLES

  • Representations with Respect to Rule 17f-5 The Foreign Custody Manager represents to each Fund that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. Each Fund represents to the Custodian that its Board has determined that it is reasonable for such Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Portfolios.

  • REPRESENTATIONS WITH RESPECT TO RULE 17F 5. The Foreign Custody Manager represents to the Fund that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. The Fund represents to the Custodian that the Board has determined that it is reasonable for the Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Portfolios.

  • WARRANTIES OF DEPOSITORS Every person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that such Shares and each certificate therefor, if applicable, are validly issued, fully paid, nonassessable and free of any pre-emptive rights of the holders of outstanding Shares and that the person making such deposit is duly authorized so to do. Every such person shall also be deemed to represent that the deposit of such Shares and the sale of Receipts evidencing American Depositary Shares representing such Shares by that person are not restricted under the Securities Act of 1933. Such representations and warranties shall survive the deposit of Shares and issuance of Receipts.

  • Representations and Warranties of MassMutual (a) MassMutual represents and warrants to the Sub-Adviser the following:

  • Other Agreements with Respect to Indemnification and Contribution The provisions of this Section 10 hereof shall not affect any agreements among the Fund and the Manager with respect to indemnification of each other or contribution between themselves.

  • Representations and Warranties of Depositors Each person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that (i) such Shares and the certificates therefor are duly authorized, validly issued, fully paid, non-assessable and legally obtained by such person, (ii) all preemptive (and similar) rights, if any, with respect to such Shares have been validly waived or exercised, (iii) the person making such deposit is duly authorized so to do, (iv) the Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim, and (v) the Shares presented for deposit are not, and the ADSs issuable upon such deposit will not be, Restricted Securities (except as contemplated in Section 2.14 of the Deposit Agreement), and (vi) the Shares presented for deposit have not been stripped of any rights or entitlements. Such representations and warranties shall survive the deposit and withdrawal of Shares, the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. If any such representations or warranties are false in any way, the Company and the Depositary shall be authorized, at the cost and expense of the person depositing Shares, to take any and all actions necessary to correct the consequences thereof.

  • Representations and Warranties of MSDW TRUST MSDW TRUST represents and warrants to the Fund that:

  • Representations and Warranties of Depositor The Depositor hereby represents and warrants for the benefit of the Securityholders that:

  • Representations, Warranties, Agreements to Survive All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person controlling the Company or (ii) delivery of and payment for the Public Securities.

  • Representations and Warranties Concerning the Depositor The Depositor hereby represents and warrants to the Trustee, the Master Servicer and the Securities Administrator as follows:

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