Common use of Account Representations and Warranties Clause in Contracts

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, unreserved claim (or potential claim) has been received with respect to any Purchaser of anything which reflects adversely on the general creditworthiness and financial condition of the Purchaser; (i) the Account is not evidenced by a judgment and is not evidenced or secured by an Instrument, Document or Chattel Paper unless the original thereof (or each of them if more than one) has been endorsed and/or assigned and delivered to the Lender to the Lender's reasonable satisfaction.

Account Representations and Warranties. The Borrower makes the following warranties represents and warrants that Lender may rely, in determining which Accounts listed on any Borrowing Base Certificate are Eligible Accounts, without independent investigation of any statements or representations made by Borrower on or with respect to the Lender as to each any such Borrowing Base Certificate, and every Account, whether now existing or acquired, created or arising from time to time hereafter, unless otherwise disclosed indicated in writing by the Borrower to the LenderBorrower, that: (a) the Account is an original, Such Accounts are genuine, are in all respects what they purport to be, are not evidenced by a judgment and, if evidenced by an instrument, agreement, contract or document, are evidenced by only one executed original instrument, agreement, contract or document, which has been endorsed and delivered to Lender; (b) Such Accounts represent undisputed, bona tide and legally binding obligation, enforceable fide transactions completed in accordance with its terms, (b) the Account is not subject to terms and provisions contained in 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; documents related thereto; (c) Except for credits issued to any Account Debtor in the aggregate amount ordinary course of Borrower’s business for Inventory returned pursuant to Section 9.4 of this Agreement, the amounts shown as the balance due on the Account on the Borrower's books Borrowing Base Certificate, and in any Schedule of Accounts (as hereinafter defined), all invoices or other documents and statements delivered to the Lender with respect to the Account is validly any Account, are actually and legally absolutely owing under the Account to Borrower and is are not contingent for any reason, and, to ; (d) To the best of Borrower’s knowledge, except as may be disclosed on such Borrowing Base Certificate, there are no setoffs, counterclaims or disputes existing or asserted with respect to any Accounts included on a Borrowing Base Certificate, and Borrower has not made any agreement with any Account Debtor for any deduction from such Account, except for discounts or allowances allowed by Borrower in the ordinary course of its business for prompt payment, all of which discounts or allowances are reflected in the calculation of the invoice related to such Account; (e) To the best of Borrower's ’s knowledge, there are no facts, events or occurrences which in any way impair the validity or collectibility thereof; (d) all statements made in enforcement of any Schedule of the Accounts or other documents executed or tend to reduce the amount payable thereunder from the amount of the invoice shown on any Borrowing Base Certificate, and on all contracts, invoices and statements delivered to Lender with respect thereto; (f) To the Lender in connection with best of Borrower’s knowledge, all Account Debtors are solvent and had the Account are true and correct, and all laws and regulations applicable capacity to contract at the transaction time any contract or other document 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; was executed; (g) any merchandise sold or services rendered giving The goods, the sale of which gave rise to the Account Accounts are as represented not, and were not at the time of the sale thereof, subject to any lien, claim, security interest or other encumbrance, except those of Lender and the subordinate security interest of Seller, and those removed or terminated prior to the Purchaser thereofdate hereof; (h) Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility of any of the Accounts; (i) To the best of Borrower’s knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor which might result in any material adverse change in its financial or other condition; (j) The Accounts have not been pledged or assigned to any other Person, and no warranties have been made the Lender has a first and valid fully perfected security interest in the Accounts; and (k) No covenant, representation or warranty contained in this Agreement 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, unreserved claim (or potential claim) Accounts has been received with respect to any Purchaser of anything which reflects adversely on the general creditworthiness and financial condition of the Purchaser; (i) the Account is not evidenced by a judgment and is not evidenced or secured by an Instrument, Document or Chattel Paper unless the original thereof (or each of them if more than one) has been endorsed and/or assigned and delivered to the Lender to the Lender's reasonable satisfactionbreached.

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 fide 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 or unsatisfactory services, or for any other reason, 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 of the Borrower's books and in any Schedule of Accounts (as hereinafter defined), invoices 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 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 servicesservice; (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 the face of any written document executed and delivered in connection with said Account; (h) no notice as to any material, unreserved claim (or potential claim) has been received with respect to any Purchaser of anything which reflects adversely on the general creditworthiness and financial condition of the Purchaser; (i) the Account is not evidenced by a judgment and is not evidenced or secured by an Instrumentinstrument, Document or Chattel Paper unless the original thereof (or each of them if more than one) has been endorsed and/or assigned and delivered to the Lender to the Lender's reasonable satisfaction.