Account Warranties and Representations. With respect to its Accounts, Pledgor warrants and represents to the Secured Party and the Lenders that they may rely on all statements or representations made by Pledgor on or with respect to any Schedule of Accounts prepared and delivered by Pledgor and, unless otherwise indicated in writing by Pledgor, that:
(A) All Account Records and Account Documents are located and shall be kept only at Pledgor's chief executive offices located at the locations described in Schedule 6.04 delivered to the Agent pursuant to the Credit Agreement and Schedule 4.22 delivered to the Bank pursuant to the Company Guaranty;
(B) They are genuine, are in all material respects what they purport to be, are not evidenced by a judgment instrument or document or, if evidenced by an instrument or document, are only evidenced by one original instrument or document, which has been delivered to the Secured Party;
(C) They cover the bona fide rendition of services, or the bona fide sales and deliveries of Inventory usually dealt in by Pledgor, in the ordinary course of business;
(D) Each Account is actually and absolutely owing to Pledgor in the face value thereof, is valid and enforceable against the applicable Account Debtor, and is not subject to any setoffs, discounts, allowances, claims, counterclaims, disputes or doubtful collectibility except (i) as is customary for Accounts of the type represented by such Account (including the nature of the Account Debtor) of the Pledgor in the ordinary course of Pledgor's business and consistent with past practices, and (ii) as is reflected by reserves and reductions in the stated value of such Account, computed in a manner consistent with the Company's policies and practices in preparing the financial statements described in Sections 7.01 and 8.01 of the Credit Agreement and Sections 3.01(f) and 4.01 of the Company Guaranty, included in such financial statements, in the Schedule of Accounts and in any report or certificate including financial information regarding such Account furnished to the Secured Party pursuant to the Loan Documents or the ESOP Loan Documents.
(E) The goods or services giving rise thereto are not, and were not at the time of the sale or performance thereof, subject to any lien, claim, encumbrance or security interest, except those of the Secured Party and those removed or terminated prior to the date hereof;
(F) They have not been pledged to any Person other than to Secured Party under this Security Agreement and will be...
Account Warranties and Representations. Borrower warrants and represents that Lender may rely, in determining which Accounts listed on any Accounts Report submitted by Borrower are Eligible Accounts, without independent investigation, on all statements, warranties and representations made by Borrower on or with respect to any such Accounts Report and, unless otherwise indicated in writing by Borrower, that:
(A) Such Accounts are genuine, are in all respects what they purport to be, are not reduced to a judgment and, if evidenced by any instrument, item of chattel paper, agreement, contract or documents, are evidenced by only one executed original instrument, item of chattel paper, agreement, contract, or document, which original has been endorsed and delivered to Lender;
(B) Such Accounts represent undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto;
(C) Except for credits issued to any Account Debtor in the ordinary course of Borrower's business for Inventory returned pursuant to Section 7.4, the amounts shown on the Accounts Report, and all invoices and statements delivered to Lender with respect to any Account, are actually and absolutely owing to Borrower and are not contingent for any reason;
(D) To the best of Borrower's knowledge, except as may be disclosed on such Accounts Report, there are no setoffs, counterclaims or disputes existing or asserted with respect to any Accounts included on an Accounts Report, 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, which discounts and allowances have been disclosed to Lender and are reflected in the calculation of the invoice related to such Account; 27
(E) To the best of Borrower's knowledge, there are no facts, events or occurrences which in any way impair the validity or enforcement of any of the Accounts or tend to reduce the amount payable thereunder from the amount of the invoice shown on any Accounts Report, and on all contracts, invoices and statements delivered to Lender with respect thereto;
(F) To the best of Borrower's knowledge, all Account Debtors are solvent and had the capacity to contract at the time any contract or other document giving rise to or evidencing the Accounts was executed;
(G) The goods, the sale of which gave rise to the Accounts, are not, and were not at the time of the sale thereof, subject ...
Account Warranties and Representations. With respect to its Accounts, the Grantor warrants and represents to the Secured Parties that the Secured Parties may rely on all statements or representations made by Grantor on or with respect to any Schedule of Accounts prepared and delivered by it and that:
(a) All Account Records and Account Documents are located only at the Chief Executive Office;
(b) The Accounts are genuine, are in all respects what they purport to be, are not evidenced by an instrument or document or, if evidenced by an instrument or document, are only evidenced by one original instrument or document;
(c) The Accounts cover bona fide sales and deliveries of Inventory usually dealt in by Grantor, or the rendition by Grantor of services, to an Account Debtor in the ordinary course of business or as permitted by the Purchase Agreement;
(d) The amounts of the face value shown on any Schedule of Accounts or invoice statement delivered to the Secured Parties with respect to any Account, are actually owing to Grantor and are not contingent for any reason; and there are no setoffs, discounts, allowances, claims, counterclaims or disputes of any kind or description in an amount greater than $10,000 in the aggregate for all Account Debtors, or greater than $2,500 individually, existing or asserted with respect thereto and Grantor has not made any agreement with any Account Debtor thereunder for any deduction therefrom, except as may be stated in the Schedule of Accounts and reflected in the calculation of the face value of each respective invoice related thereto;
(e) Except for conditions generally applicable to Grantor's industry and markets, there are no facts, events, or occurrences known to Grantor pertaining particularly to any Accounts which are reasonably expected to materially impair in any way the validity, collectibility or enforcement of Accounts that would reasonably be likely, in the aggregate, to be of material economic value, or in the aggregate materially reduce the amount payable thereunder from the amount of the invoice face value shown on any Schedule of Accounts, and on all contracts, invoices and statements delivered to the Secured Parties, with respect thereto;
(f) The goods or services giving rise thereto are not, and were not at the time of the sale or performance thereof, subject to any Lien, claim, encumbrance or security interest, except those of the Secured Parties and those removed or terminated prior to the date hereof and Permitted Liens;
(g) The Accounts have...
Account Warranties and Representations. Borrower warrants and represents that Lender may rely, in determining which Accounts listed on any Daily Collateral Report are Eligible Accounts, without independent investigation, on all statements, warranties and representations made by Borrower on or with respect to any such Daily Collateral Report and, unless otherwise indicated in writing by Borrower, that (A) Such Accounts are genuine, are in all respects what they purport to be, are not reduced to a judgment and, if evidenced by any instrument, item of chattel paper, agreement, contract or document, are evidenced by only one executed original instrument, item of chattel paper, agreement, contract, or document, which original has been endorsed and delivered to Lender; (B) Such Accounts represent undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto; (C) The amounts shown on the Daily Collateral Report, and all invoices
(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 such Account Debtor's financial condition or business; and (J) The Accounts have not been pledged or sold to any other Person or otherwise encumbered and Borrower is the owner of the Accounts free of all claims, liens and encumbrances except those of Lender.
Account Warranties and Representations. Borrower warrants and represents that Lender may rely without independent investigation, on all statements, warranties and representations made by Borrower on or with respect to the Accounts listed on any Accounts Report, unless otherwise indicated in writing by Borrower:
(a) Such Accounts are genuine, are in all respects what they purport to be, are not reduced to a judgment and, if evidenced by any instrument, item of chattel paper, agreement, contract or documents, are evidenced by only one executed original instrument, item of chattel paper, agreement, contract, or document, which original has been endorsed and delivered to Lender.
Account Warranties and Representations. (a) All of Q Comm's Accounts are genuine;
(b) All of Q Comm's Accounts represent undisputed, bona fide transactions arising in the ordinary course of business in accordance with the terms and provisions contained in any documents related thereto;
(c) To Q Comm's best knowledge, there are no setoffs, counterclaims or disputes existing or asserted with respect to any of Q Comm's Accounts, and Q Comm has not made any agreement with any Account Debtor for any deduction from any such Account, except for discounts or allowances allowed by Q Comm in the ordinary course of its business;
(d) To Q Comm's best knowledge, there are no facts, events or occurrences which in any way impair the validity or enforcement of any of Q Comm's Accounts; and
(e) Other than the Liens of APS and the Keybank Lien, Q Comm's Accounts have not been pledged or sold to any other Person or otherwise encumbered and Q Comm is the owner of such Accounts free of all other liens and encumbrances.
Account Warranties and Representations. Each Borrower hereby warrants and represents to the Bank, that the Bank may, in determining which Accounts listed on or included or reflected in any borrowing certificate or report of Accounts are Eligible Accounts, rely on all statements or representations made by the Borrowers on or with respect to any such Certificate or report and, unless otherwise indicated in writing by a Borrower, that:
(A) Genuine. They are genuine, are in all respects what they purport to be, are not evidenced by a judgment and are evidenced by only one, if any, executed original instrument, agreement, contract or document, which has been delivered to the Bank;
Account Warranties and Representations. With respect to the Scheduled Accounts, the Seller warrants and represents to the Buyer that:
(i) They are genuine, are in all respects what they purport to be, and are evidenced by executed original Contracts, which will be delivered to the Buyer upon request therefor;
(ii) They represent undisputed bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto; and
(iii) Except for the Liens created in favor of CapitalSource under the CapitalSource Credit Documents, which shall be released as to the Scheduled Accounts pursuant to Section 4.2(f) below, there are no setoffs, counterclaims or disputes existing or asserted with respect thereto and the Company has not made any agreement with any Customer thereunder.
Account Warranties and Representations. The Company warrants and represents that with respect to Accounts Receivable: (i) all Accounts Receivable are genuine, are in all respects what they purport to be, are not evidenced by a judgment and are evidenced by executed instruments, agreements, contracts, or documents, which will be delivered to the Collateral Agent upon request therefor; (ii) all Accounts Receivable are valid and legally enforceable and each represents an undisputed bona fide indebtedness incurred by the Account Debtor for the sum reported to the Collateral Agent; (iii) all Accounts Receivable arise from absolute and unconditional sales of goods or from completed renditions of services; (iv) each is not, at the time such Accounts Receivable arises, subject to any defense, offset, dispute, contra relationship, counterclaim, or any given or claimed credit, allowance or discount; (v) 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 Receivable, and all confirmatory schedules, assignments, statements of account and books and records with respect thereto, are true and correct in all material respects and what they purport to be; and (vi) they arc not subject to any Lien, security interest or other encumbrance, including any Lien on account of Hazardous Substances, other than the security interest of the Collateral Agent and any other Permitted Liens.
Account Warranties and Representations. With respect to its Accounts, each Grantor warrants and represents to the Collateral Agent for the benefit of the Purchasers that the Collateral Agent for the benefit of the Purchasers may rely on the following representations made by such Grantor and on representations made on any Schedule of Accounts prepared and delivered by it:
(a) All Account Records and Account Documents are located only at such Grantor's locations as set forth on Exhibit A attached hereto and incorporated herein by reference or at such other locations as to which the Grantor has notified the Collateral Agent for the benefit of the Purchasers in writing not less than 30 days prior to such relocation;
(b) The Accounts are genuine, are in all material respects what they purport to be, are not evidenced by an instrument or document or, if evidenced by an instrument or document, are only evidenced by one original instrument or document;
(c) The Accounts cover bona fide sales and deliveries of Inventory usually dealt in by such Grantor, or the rendition by such Grantor of services, to an Account Debtor in the ordinary course of business;
(d) The amounts of the face value shown on any Schedule of Accounts or invoice statement delivered to the Collateral Agent for the benefit of the Purchasers with respect
