Accounts; Inventory. Each Account (a) is genuine and enforceable in accordance with its terms except for such limits thereon arising from bankruptcy and similar laws relating to creditor’s rights; (b) is not subject to any deduction or discount (other than as stated in the invoice and disclosed to the Administrative Agent in writing), defense, set off, claim or counterclaim of a material nature against any Loan Party except as to which the Loan Parties would have notified the Administrative Agent in writing; (c) is not subject to any other circumstances that would impair the validity, enforceability or a material amount of such Collateral except as to which the Loan Parties have notified the Administrative Agent in writing; (d) arises from a bona fide sale of goods or delivery of services in the ordinary course of business and in accordance with the terms and conditions of any applicable purchase order, contract or agreement; (e) is free of all Liens except Liens permitted by Section 10.2; and (f) is for a liquidated amount maturing as stated in the invoice therefor. To the knowledge of the Responsible Officers of each Loan Party, each Account included in any Borrowing Base Certificate, report or other document as an Eligible Account meets all the requirements of an Eligible Account set forth in this Agreement and each item of Inventory included in the Borrowing Base as Eligible Inventory meets all of the requirements of Eligible Inventory set forth in this Agreement.
Accounts; Inventory. Each Account included in the Borrowing Base as an Eligible Account meets all of the requirements of an Eligible Account set forth in this Agreement. Each item of Inventory included in the Borrowing Base as Eligible Inventory meets all of the requirements of Eligible Inventory set forth in this Agreement.
Accounts; Inventory. Within 15 days after the end of each month, the Borrower shall provide a monthly accounts receivable and accounts payable listing and aging and an inventory report, both of which shall be submitted electronically to the Lender via its vendor Collateral Services Inc. (CSI). Monthly processing fees shall apply to such reporting.
Accounts; Inventory. (a) With respect to Eligible Accounts included in the most recent Borrowing Base Certificate (as of the date of such Borrowing Base Certificate), (i) all Accounts listed as Eligible Accounts satisfy the requirements of Eligible Accounts; (ii) they represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of each 95 Credit Party’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and no Credit Party has made any agreement with any Account Debtor for any extension of time for the payment thereof, 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 allowed by such Credit Party in the ordinary course of its business for prompt payment and disclosed to the Co-Collateral Agents; (iv) to the respective Credit Party’s knowledge, there are no material facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Credit Party’s books and records and any invoices, statements and Collateral Reports delivered to Agent and the Lenders with respect thereto; (v) to the respective Credit Party’s knowledge, no Credit Party has received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any material adverse change in such Account Debtor’s financial condition; and (vi) no Credit Party has knowledge that any Account Debtor is unable generally to pay its debts as they become due. Further, with respect to the accounts, (x) the amounts shown on all invoices, statements and Collateral Reports which may be delivered to the Co-Collateral Agents with respect thereto are actually and absolutely owing to such Credit Party as indicated thereon and are not in any way contingent; (y) no payments have been or shall be made thereon except payments promptly delivered to the applicable Blocked Accounts or Agent as required pursuant to the terms of Annex A; and (z) to each Credit Party’s knowledge, all Account Debtors have the capacity to contract.
Accounts; Inventory. Each Account (a) is genuine and enforceable in accordance with its terms except for such limits thereon arising from bankruptcy and similar laws relating to creditor’s rights; (b) is not subject to any deduction or discount (other than as stated in the invoice and disclosed to the Administrative Agent in writing), defense, set off, claim or counterclaim of a material nature against any Loan Party except as to which the Loan Parties would have notified the Administrative Agent in writing; (c) is not subject to any other circumstances that would impair the validity, enforceability or a material amount of such Collateral except as to which the Loan Parties have notified the Administrative Agent in writing; (d) arising from a bona fide sale of goods or delivery of services in the ordinary course and in accordance with the terms and conditions of any applicable purchase order, contract or agreement; (e) is free of all Liens except Liens permitted by Section 10.2; and (f) is for a liquidated amount maturing as stated in the invoice therefor.
Accounts; Inventory. All accounts receivable of each Company represent or will represent valid obligations arising from sales actually made in the ordinary course of business. The accounts receivable are current and collectible net of the reserves shown on the records of each Company, which reserves are adequate and calculated consistent with past practice. There is no contest, claim, or right of set-off, other than returns in the ordinary course of business, relating to the amount or validity of such accounts receivable. The inventory of each Company is of a quality and quantity usable and salable in the ordinary course of business, except for obsolete items and items of below-standard quality, all of which have been written off or written down to net realizable value.
Accounts; Inventory. (a) For each Account with respect to which EX-IM Advances are requested, on the date each EX-IM Advance is requested and made, such Account shall meet the Minimum EX-IM Foreign Eligibility Requirements, as the case may be, set forth in Section 13.1 below.
Accounts; Inventory. As additional collateral security for the prompt and full payment of all of the Indebtedness, all Bank's Costs in connection therewith and performance of the Loan Documents, in consideration of the increase to the Term Loan and the establishment of the Second Revolving Credit, each Borrower hereby grants to Bank a security interest in and lien on all of such entity's right, title and interest in, to, and under the following assets, whether now owned or hereafter acquired, created, or reacquired:
Accounts; Inventory. 25 SECTION 4. Term Loan; Mandatory Prepayments.................................27 SECTION 5. [INTENTIONALLY OMITTED]..........................................30 SECTION 6. Collateral.......................................................30 SECTION 7. Representations, Warranties and Covenants........................35 SECTION 8. Interest, Fees and Expenses; Joint and Several Liability.........53 SECTION 9. Powers...........................................................62 SECTION 10. Events of Default and Remedies..................................63 SECTION 11. Termination.....................................................67 SECTION 12. Agent...........................................................67 SECTION 13. Miscellaneous...................................................72 EXHIBITS -------- Exhibit A - Assignment for Security (Trademarks) Schedule 1A Trademarks and Trademark Applications Exhibit B - Assignment for Security (Patents) Schedule 1A Patents and Patent Applications Exhibit C - Assignment for Security (Copyrights) Schedule 1A Copyrights and Copyrights Applications Schedule 1A Collateral Information Schedule 1B Filing Offices Schedule 1C Term Loan Commitment Schedule 1.1 Permitted Investments Schedule 2 Permitted Encumbrances Schedule 2.1(aa)(i) Trademarks, Patents and Copyrights Schedule 2.1(aa)(ii) Tradenames Schedule 2.1(aa)(iii) Monthly Rental Payments Schedule 3 Permitted Indebtedness Schedule 6.1 Real Estate Schedule 7.11 Environmental Matters Schedule 7.19(f) Management Fees Schedule 7.19(n) Dividend Restrictions FINANCING AGREEMENT Financing Agreement, dated as of August 7, 2002 (this "Agreement"), by and among each of TRANSTECHNOLOGY CORPORATION, a Delaware corporation, with a principal place of business at 700 Liberty Avenue, Union, New Jersey 07083 ("Parent"), NORCO, INC., x Xxxxxxxxxxx xxxxxxxxxxx, xxxx x xxxxxxxxl place of business at 139 Ethan Allen Highway, Ridgefield, Connecticut 06877 ("Norco"), anx XXX XXXXXXXXXXX, a Minnesota corporation, with a principal place of business at 1600 67th Avenue, Minneapolis, Minnesota 55430 ("TCR" and together wxxx Xxxxxx xxx Xxxxx, xxxx x "Xxxxxxx" xxx xxxlectively, the "Companies"), THE LENDERS FROM TIME TO TIME PARTY HERETO (each a "Lender" and collectively, the "Lenders") and ABLECO FINANCE LLC, a Delaware limited liability company ("Ableco"), with offices located at 450 Park Avenue, 28th Floor, New York, New York 10022, as agent for xxx Xxxxxxx (xx xxxx xxxxxxxx, xxx "Xxxxx").
Accounts; Inventory. 3.1 [INTENTIONALLY OMITTED]
