Common use of Accounts Covenants Clause in Contracts

Accounts Covenants. (a) Borrowers shall notify Agent promptly of: (i) any material delay in the Borrowers' performance of any of their material obligations to any account debtor or the assertion of any material claims, offsets, defenses or counterclaims by any account debtor, or any material disputes with account debtors, or any settlement, adjustment or compromise thereof, in each case where "material" is determined on a consolidated basis for all Borrowers, (ii) all material adverse information known to any Borrower relating to the financial condition of any account debtor and (iii) any event or circumstance which, to any Borrower's knowledge, would cause Agent to consider any then existing Accounts in excess of $2,000,000 as no longer constituting Eligible Accounts. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without Agent's consent, except in the ordinary course of a Borrower's business in accordance with practices and policies disclosed to Agent and except as set forth in the schedules delivered to Agent pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers shall notify Agent Lender promptly of: (i) any material delay in the Borrowers' performance of any of their material its obligations to any account debtor or the assertion of any material claims, offsets, defenses or counterclaims by any account debtor, or any material disputes with account debtors, or any settlement, adjustment or compromise thereof, in each case where "material" is determined on a consolidated basis for all Borrowers, (ii) all material adverse information known to any Borrower relating to the financial condition of any account debtor and (iii) any event or circumstance which, to any Borrower's knowledge, Borrowers' knowledge would cause Agent Lender to consider any then existing Accounts in excess of $2,000,000 as no longer constituting Eligible Accounts. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without AgentLender's consent, except in the ordinary course of a Borrower's Borrowers' business in accordance with practices and policies previously disclosed in writing to Agent Lender and except as set forth in the schedules delivered to Agent Lender pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, Agent Lender shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) The Borrowers shall notify Agent the Lender promptly of: (i) any material delay in the Borrowers' ’ performance of any of their material obligations to any account debtor or the assertion of any material claims, offsets, defenses or counterclaims by any account debtor, or any material disputes with account debtors, or any settlement, adjustment or compromise thereof, in each case where "material" is determined on a consolidated basis for all Borrowers, ; and (ii) all material adverse information known to any Borrower relating to the financial condition of any account debtor and (iii) any event or circumstance which, to any Borrower's knowledge, would cause Agent to consider any then existing Accounts in excess of $2,000,000 as no longer constituting Eligible Accountsdebtor. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without Agentthe Lender's consent, except in the ordinary course of a Borrower's the Borrowers’ business in accordance consistent with practices and policies disclosed to Agent past practice and except as set forth in the schedules reports delivered to Agent the Lender pursuant to Section 7.1(a) above8.6. So long as no Event of Default exists or has occurred and is continuing, the Borrowers shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, Agent the Lender shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers shall notify Agent promptly of: (i) any material delay in the Borrowers' ’ performance of any of their material obligations to any account debtor or the assertion of any material claims, offsets, defenses or counterclaims by any account debtor, or any material disputes with account debtors, or any settlement, adjustment or compromise thereof, in each case where "“material" ” is determined on a consolidated basis for all Borrowers, (ii) all material adverse information known to any Borrower relating to the financial condition of any account debtor and (iii) any event or circumstance which, to any Borrower's ’s knowledge, would cause Agent to consider any then existing Accounts in excess of $2,000,000 as no longer constituting Eligible Accounts. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without Agent's ’s consent, except in the ordinary course of a Borrower's ’s business in accordance with practices and policies disclosed to Agent and except as set forth in the schedules delivered to Agent pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers Each Borrower shall notify Agent Lender promptly of: of (i) any material delay in the Borrowers' such Borrower's performance of any of their material its obligations to any account debtor or the assertion of any material claims, offsets, defenses or counterclaims by any account debtordebtor for an amount in excess of $100,000, or any material disputes with account debtorsdebtors for an amount in excess of $100,000, or any settlement, adjustment or compromise thereof, thereof for an amount in each case where "material" is determined on a consolidated basis for all Borrowersexcess of $100,000, (ii) all material adverse information known to any Borrower relating to the financial condition of any account debtor and (iii) any event or circumstance which, to any such Borrower's knowledge, knowledge would cause Agent Lender to consider any then existing Accounts in excess of $2,000,000 as no longer constituting Eligible Accounts. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without AgentLender's consent, except in the ordinary course of a such Borrower's business in accordance with practices and policies previously disclosed in writing to Agent and except as set forth in the schedules delivered to Agent pursuant to Section 7.1(a) aboveLender (if applicable). So long as no Event of Default exists or has occurred and is continuing, Borrowers shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, Agent Lender shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers shall notify Agent Lender promptly of: (i) any material delay in the Borrowers' performance of any of their material its obligations to any account debtor or the assertion of any material claims, offsets, defenses or counterclaims by any account debtor, or any material disputes with account debtors, or any settlement, adjustment or compromise thereof, in each case where "material" is determined on a consolidated basis for all Borrowers, (ii) all material adverse information known to any Borrower relating to the financial condition of any account debtor and (iii) any event or circumstance which, 39 to any Borrower's knowledge, Borrowers' knowledge would cause Agent Lender to consider any then existing Accounts in excess of $2,000,000 as no longer constituting Eligible Accounts. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without AgentLender's consent, except in the ordinary course of a Borrower's Borrowers' business in accordance with practices and policies previously disclosed in writing to Agent Lender and except as set forth in the schedules delivered to Agent Lender pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, Agent Lender shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers Each Borrower shall notify Agent promptly of: (i) any material delay in the Borrowers' performance of any of their material obligations to any account debtor or the assertion of any material claims, offsets, defenses or counterclaims by any account debtor, Merchant Payment Processor, or any material disputes with account debtorsany such Persons, or any settlement, adjustment or compromise thereof, in each case where "material" is determined on a consolidated basis for all Borrowers, with respect to the foregoing; and (ii) all material adverse information known to any Borrower relating to the financial condition of any account debtor and (iii) any event or circumstance which, to any Borrower's knowledge, would cause Agent to consider any then existing Accounts in excess of $2,000,000 as no longer constituting Eligible AccountsMerchant Payment Processor. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor or Merchant Payment Processor without Agent's consent, except in the ordinary course of a Borrower's Borrowers' business in accordance with practices and policies previously disclosed in writing to Agent and except as set forth in the schedules delivered to Agent pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers a Borrower shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtordebtor or Merchant Payment Processor. At any time that an Event of Default exists or has occurred and is continuing, Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or Merchant Payment Processor or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers Parent shall notify Agent Lender promptly of: (i) any material delay in the Borrowers' Parent's performance of any of their material its obligations to any account debtor or the assertion of any material claims, offsets, defenses or counterclaims by any account debtor, or any material disputes with account debtors, or any settlement, adjustment or compromise thereof, in each case where "material" is determined on a consolidated basis for all Borrowers, (ii) all material adverse information known to any Borrower relating to the financial condition of any account debtor and (iii) any event or circumstance which, to any BorrowerParent's knowledge, knowledge would cause Agent Lender to consider any then existing Accounts in excess of $2,000,000 as no longer constituting Eligible Accounts. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without AgentLender's consent, except in the ordinary course of a BorrowerParent's business in accordance with Parent's past practices and policies disclosed to Agent and except as set forth in the schedules delivered to Agent pursuant to Section 7.1(a) abovepolicies. So long as no Event of Default exists or has occurred and is continuing, Borrowers Parent shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, Agent Lender shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers Borrower shall promptly upon becoming aware thereof, notify Agent promptly Lender of: (i) any material delay in the Borrowers' Borrower's performance of any of their material its obligations to any account Account debtor or the assertion of any material claims, offsets, defenses defences or counterclaims by any account Account debtor, or any material disputes with account Account debtors, or any material settlement, adjustment or compromise thereof, in each case where "material" is determined on a consolidated basis for all Borrowers, ; and (ii) all material adverse information known to any Borrower relating to the financial condition of any account debtor and (iii) any event or circumstance which, to any Borrower's knowledge, would cause Agent to consider any then existing Accounts in excess of $2,000,000 as no longer constituting Eligible AccountsAccount debtor. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without AgentLender's consent, except in the ordinary course of a Borrower's business in accordance with practices and policies disclosed to Agent and except as set forth in the schedules delivered to Agent pursuant to Section 7.1(a) abovegood commercial practice. So long as no Event of Default exists or has occurred and is continuing, Borrowers Borrower shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, Agent Lender shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) If requested by the Lender, Borrowers shall notify Agent Lender promptly of: (i) any material delay in the Borrowers' performance of any of their material obligations to any account debtor or the assertion of any material claims, offsets, defenses or counterclaims by any account debtor, or any material disputes with account debtors, or any settlement, adjustment or compromise thereof, in each case where "material" is determined on a consolidated basis for all Borrowers, thereof and (ii) all material adverse information known to any Borrower relating to the financial condition of any account debtor and (iii) any event or circumstance which, to any Borrower's knowledge, would cause Agent to consider any then existing Accounts in excess of $2,000,000 as no longer constituting Eligible Accountsdebtor. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without AgentLender's consent, except in the ordinary course of a Borrower's business in accordance with practices and policies previously disclosed in writing to Agent and except as set forth in the schedules delivered to Agent pursuant to Section 7.1(a) aboveLender. So long as no Event of Default exists or has occurred and is continuing, Borrowers shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, Agent Lender shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers Borrower shall notify Agent Lender promptly of: (i) any material delay in the Borrowers' Borrower’s performance of any of their material its obligations to any account debtor or the assertion of any material claims, offsets, defenses or counterclaims by any account debtor, or any material disputes with account debtors, or any settlement, adjustment or compromise thereof, in each case where "material" is determined on a consolidated basis for all Borrowers, thereof and (ii) all material adverse information known to any Borrower relating to the financial condition of any account debtor and (iii) any event or circumstance which, to any Borrower's knowledge, would cause Agent to consider any then existing Accounts in excess of $2,000,000 as no longer constituting Eligible Accountsdebtor. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without Agent's Lender’s consent, except in the ordinary course of a Borrower's ’s business in accordance with practices and policies previously disclosed in writing to Agent Lender and except as set forth in the schedules delivered to Agent Lender pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers Borrower shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, Agent Lender shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.