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 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.