Account Representations and Warranties. The Borrower makes the following warranties and representations to the Lender as to each and every Account, whether now existing or acquired, created or arising from time to time hereafter, unless otherwise disclosed in writing by the Borrower to the Lender:
(a) the Account is an original, genuine, bona tide and legally binding obligation, enforceable in accordance with its terms, (b) the Account is not subject to any material, unreserved claim of reduction, counterclaim, set-off, recoupment, or any claim for credits, allowances or adjustments by the Purchaser because of returned, inferior or damaged goods and services, or for any other reason, and the same has not been disputed or dishonored by the Purchaser; (c) the aggregate amount shown as the balance due on the Account on the Borrower's books and in any Schedule of Accounts (as hereinafter defined), invoices or other documents delivered to the Lender with respect to the Account is validly and legally owing under the Account and is not contingent for any reason, and, to the best of the Borrower's knowledge, there are no facts, events or occurrences which in any way impair the validity or collectibility thereof; (d) all statements made in any Schedule of Accounts or other documents executed or delivered to the Lender in connection with the Account are true and correct, and all laws and regulations applicable to the transaction giving rise to the Account have been fully complied with; (e) the Account does not arise out of a contract with, or order from, a Purchaser that by its terms forbids the assignment of that Account to the Lender or makes such assignment void or unenforceable; (f) the Account arose in the ordinary course of the Borrower's business from a bona fide outright sale of goods, or from the performance of services, by the Borrower under an enforceable contract and if representing a sale, the goods have been shipped or delivered (or the contract has otherwise been consummated) in accordance with the contract of sale, and if representing services, the services have been performed for the Purchaser in accordance with the contract for services; (g) any merchandise sold or services rendered giving rise to the Account are as represented to the Purchaser thereof, and no warranties have been made with respect to any merchandise or services covered by the Account except such as appear on any written document executed and delivered in connection with said Account; (h) no notice as to any material, un...
Account Representations and Warranties. The Grantor represents and warrants to the Lender as follows as to each and every Account, whether now existing or acquired, created or arising from time to time hereafter, that is listed on any report, certificate or other document furnished to the Lender, unless the Grantor discloses in writing therein that the Grantor does not make any such representation or warranty to the Lender with respect to such Account:
(a) The Account is an original, genuine, bona fide and legally binding obligation, enforceable in accordance with its terms.
(b) The Account is not subject to any claim of reduction, counterclaim, set-off or recoupment, or any claim for credits, allowances or adjustments by the Account Debtor, and the same has not been disputed or dishonored by the Account Debtor.
(c) The aggregate amount shown as the balance due on the Account on the Grantor's books and in any documents delivered to the Lender is validly owing under the Account and is not contingent for any reason; and, to the best of the Grantor's knowledge, there are no facts or occurrences that in any way impair the validity or collectibility thereof or reduce the amount payable thereunder.
(d) No agreement under which any deduction or discount may be claimed by the Account Debtor has been made other than any customary discounts for prompt payment previously disclosed in writing to the Lender.
(e) All statements made by the Grantor about the Account in any documents furnished to the Lender by the Grantor are true and correct, and all the Lender may rely on such statements and representations in determining the eligibility and collateral value of the Account.
(f) The Account is due and payable not more than 30 days from the date of the invoice.
(g) The Account does not arise out of a Contract that forbids the assignment of the Account to the Lender or makes such assignment void or unenforceable.
(h) The Account arose in the ordinary course of the Grantor's business from a bona fide outright sale of goods, or from the performance of services, by the Grantor under a valid Contract, and the goods have been shipped or delivered, the services have been performed or the Contract has otherwise been consummated in accordance with the related Contract.
(i) Any goods or services giving rise to the Account are as represented to the Account Debtor, and no warranties have been made with respect to any goods or services covered by the Account except such as appear on the face of the related Contract.
(j) The...
Account Representations and Warranties. Except as specifically disclosed on Exhibit O annexed hereto, with respect to all present and future Eligible Accounts included in the determination of the Borrowing Base:
(a) Each Account included in each such Borrowing Base satisfies the definition of Eligible Accounts.
(b) No such Account has been assigned or pledged to any other Person.
(c) To the best of the Borrower's knowledge, there are no facts, events, or occurrences that in any way impair the validity or enforcement of any such Account of the Borrower or tend to reduce the amount payable thereunder from the amount of the invoice value shown on any schedule of accounts or on any contracts, invoices, and statements delivered to the Agent with respect thereto.
Account Representations and Warranties. Borrower represents and warrants as to each and every Account, whether now existing or hereafter arising, that: (i) it is a bona fide existing obligation, valid and enforceable against the applicable Account Debtor in accordance with its terms, for goods sold or leased, or services rendered, in the ordinary course of Borrower’s business; (ii) to Borrower’s knowledge, it is subject to no dispute, defense, claim or offset, except as disclosed in writing to Bank; (iii) the supporting obligations, documents, instruments, chattel paper and other evidences of indebtedness and security, if any, delivered to Bank are genuine, complete, valid and enforceable in accordance with their terms; and (iv) it is not subject to any discount, allowance or special terms of payment, except as disclosed in writing to Bank.
Account Representations and Warranties. Except as otherwise disclosed by Borrower to Bank in writing, Borrower hereby warrants and represents to Bank with respect to the Accounts Receivable that: (a) they are genuine, in all respects what they purport to be and are not evidenced by a judgment; (b) they represent undisputed, bona fide transactions completed in accordance with the terms and provisions contained in the invoices and other documents with respect thereto; (c) the amounts thereof are actually and absolutely owing and are not contingent for any reason; (d) there are no material setoffs, counterclaims or disputes existing or asserted with respect thereto and Borrower has not made any agreement with any Obligor thereof for any deduction therefrom except a regular discount allowed by Borrower in the ordinary course of its business for prompt payment; (e) the services furnished and/or goods sold giving rise thereto is not subject to any lien, claim, encumbrance or security interest except that of Bank and Permitted Liens; and (f) Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility thereof.
Account Representations and Warranties. Each account submitted to Xxxxxx meets each of the eligibility requirements in Section 1.2, except as either (a) disclosed in writing to Lender at the time Borrower submits such account to Lender, or (b) is evident on the invoice representing such account. Each account, inclu- ding Eligible and non-Eligible Accounts, (i) is a bona fide account, (ii) represents indebtedness owed to Borrower, and (iii) is in all respects what it purports to be. All state- ments made and all unpaid balances and other information appear- ing in the invoices, agreements, proofs of rendition of services and delivery of goods and other documentation relating to the accounts, and all confirmatory assignments, schedules, state- ments of account and books and records with respect thereto, are true and correct and in all respects what they purport to be.
Account Representations and Warranties. Each account submitted to Lender meets each of the eligibility requirements in Section 1.2, except as either (a) disclosed in writing to Lender at the time Borrower submits such account to Lender, or (b) is evident on the invoice representing such account. Each account, including Eligible and non-Eligible Accounts, (i) is a bona fide account, (ii) represents indebtedness owed to Borrower, and (iii) is in all respects what it purports to be. All statements made and all unpaid balances and other information appearing in the invoices, agreements, proofs of rendition of services and delivery of goods and other documentation relating to the accounts, and all confirmatory assignments, schedules, statements of account and books and records with respect thereto, are true and correct and in all respects what they purport to be.
Account Representations and Warranties. With respect to its Accounts, Borrower warrants and represents to Lender that all Accounts listed on any Schedule of Accounts (including the initial Schedule of Accounts which are being furnished upon execution of this Agreement):
9.2.1 are genuine, in all respects what they purport to be, are not evidenced by a judgment, and are only evidenced by one, if any, executed original instrument, agreement, contract, or document, which, if requested by Lender, has been delivered to Lender;
9.2.2 represent undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto;
9.2.3 are payable no more than 60 days from the date of invoice or statement, which will be no more than 30 days from the date of the performance of services or shipment of goods giving rise to said Account;
9.2.4 are actually and absolutely owing to Borrower in the amounts stated and are not contingent in whole or in part for any reason;
9.2.5 are not subject to any setoff, counterclaim or dispute or agreement for deduction or rebate except for discount or allowance in the ordinary course of business for prompt payment reflected in the calculation of the face value of each respective invoice;
9.2.6 are valid, binding and enforceable and not subject to any fact or circumstance that would impair the validity or enforcement thereof or tend to reduce the amount payable thereunder or the collectibility thereof; and
9.2.7 have Account Debtors (i) with legal capacity to contract at the time any contract giving rise to the Account was executed, (ii) that are solvent and (iii) that are not the subject of bankruptcy or insolvency proceeding or of proceedings that might materially impair their ability to pay their debts as they are due.
Account Representations and Warranties. 54 Section 3.20 Borrowing Base Certificates.................................55 Section 3.21 Accounts Receivable Aging Reports; Key Item Reports.........55 Section 3.22
Account Representations and Warranties. Except as otherwise disclosed by Borrower to Bank in writing, Borrower hereby warrants and represents to Bank (after giving effect to the Acquisition) with respect to the Accounts Receivable that: (a) they are genuine, in all respects what they purport to be and are not evidenced by a judgment; (b) they represent undisputed, bona fide transactions completed in accordance with the terms and provisions contained in the invoices and other documents with respect thereto;
