Common use of Accounts Covenants Clause in Contracts

Accounts Covenants. (a) Borrowers shall notify Agent promptly of the assertion of any claims, offsets, defenses or counterclaims by any Account Debtor, Credit Card Issuer or Credit Card Processor or any disputes with any of such Persons or any settlement, adjustment or compromise thereof, to the extent any of the foregoing exceeds $500,000 in any one case or $1,000,000 in the aggregate. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any Account Debtor, Credit Card Issuer or Credit Card Processor except in the ordinary course of a Borrower’s business in accordance with the current and prior practices of such Borrower. So long as an Event of Default has occurred and is continuing, no Borrower shall, without the prior written consent of Agent, settle, adjust or compromise any material claim, offset, counterclaim or dispute with any Account Debtor, Credit Card Issuer or Credit Card Processor. At any time that an Event of Default has occurred and is continuing, Agent shall, at its option, have the exclusive right to approve, settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors, Credit Card Issuers or Credit Card Processors or grant any credits, discounts or allowances.

Appears in 3 contracts

Samples: Loan and Security Agreement (Vitamin Shoppe, Inc.), Loan and Security Agreement (Vitamin Shoppe, Inc.), Loan and Security Agreement (Vs Holdings, Inc.)

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Accounts Covenants. (a) Borrowers shall notify Agent promptly of the assertion of any claims, offsets, defenses or counterclaims by any Account Debtor, Credit Card Issuer or Credit Card Processor or any disputes with any of such Persons or any settlement, adjustment or compromise thereof, to the extent any of the foregoing exceeds $500,000 in any one case or $1,000,000 2,000,000 in the aggregate. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any Account Debtor, Credit Card Issuer or Credit Card Processor except in the ordinary course of a Borrower’s business in accordance with the current and prior practices of such Borrower. So long as an Event of Default has occurred and is continuing, no Borrower shall, without the prior written consent of Agent, settle, adjust or compromise any material claim, offset, counterclaim or dispute with any Account Debtor, Credit Card Issuer or Credit Card Processor. At any time that an Event of Default has occurred and is continuing, subject to the Intercreditor Agreement, Agent or ABL Agent shall, at its option, have the exclusive right to approve, settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors, Credit Card Issuers or Credit Card Processors or grant any credits, discounts or allowances.

Appears in 2 contracts

Samples: Loan and Security Agreement (Franchise Group, Inc.), Loan and Security Agreement (Franchise Group, Inc.)

Accounts Covenants. (a) Borrowers Each Borrower shall notify Agent promptly of the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtoraccount debtor, Credit Card Issuer or Credit Card Processor or any disputes with any of such Persons or any settlement, adjustment or compromise thereof, thereof and (ii) all material adverse information relating to the extent financial condition of any of the foregoing exceeds $500,000 in any one case account debtor, Credit Card Issuer or $1,000,000 in the aggregateCredit Card Processor. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any Account Debtoraccount debtor, Credit Card Issuer or Credit Card Processor except in the ordinary course of a Borrower’s 's business in accordance with the current and prior practices of such Borrowera Borrower as in effect on the date hereof. So long as an no Event of Default exists or has occurred and is continuing, no Borrower shall, without the prior written consent of Agent, Borrowers shall settle, adjust or compromise any material claim, offset, counterclaim or dispute with any Account Debtoraccount debtor, Credit Card Issuer Issuer, or Credit Card 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 approve, settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtorsaccount debtors, Credit Card Issuers or Credit Card Processors or grant any credits, discounts or allowances.

Appears in 2 contracts

Samples: Loan and Security Agreement (Kirklands Inc), Loan and Security Agreement (Kirklands Inc)

Accounts Covenants. (a) Borrowers Borrower shall notify Administrative Agent promptly of the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtoraccount debtor, Credit Card Issuer or Credit Card Processor or any material disputes with any of such Persons persons or any settlement, adjustment or compromise thereof, thereof and (ii) all material adverse information relating to the extent financial condition of any of the foregoing exceeds $500,000 in any one case account debtor, Credit Card Issuer or $1,000,000 in the aggregateCredit Card Processor. No material credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any Account Debtoraccount debtor, Credit Card Issuer or Credit Card Processor except in the ordinary course of a Borrower’s business in accordance with the current and prior practices of such BorrowerBorrower as in effect on the date hereof. So long as an no Event of Default exists or has occurred and is continuing, no Borrower shall, without the prior written consent of Agent, shall settle, adjust or compromise any material claim, claim offset, counterclaim or dispute with any Account Debtoraccount debtor, Credit Card Issuer or Issuer, Credit Card Processor. At any time that an Event of Default exists or has occurred and is continuing, Administrative Agent shall, at its option, have the exclusive right to approve, settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtorsaccount debtors, Credit Card Issuers or Credit Card Processors or grant any credits, discounts or allowances.

Appears in 2 contracts

Samples: Loan and Security Agreement (Ulta Salon, Cosmetics & Fragrance, Inc.), Loan and Security Agreement (Ulta Salon, Cosmetics & Fragrance, Inc.)

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Accounts Covenants. (a) Borrowers shall notify Agent promptly of the assertion of any claims, offsets, defenses or counterclaims by any Account Debtor, Credit Card Issuer or Credit Card Processor or any disputes with any of such Persons or any settlement, adjustment or compromise thereof, to the extent any of the foregoing exceeds $500,000 in any one case or $1,000,000 2,000,000 in the aggregate. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any Account Debtor, Credit Card Issuer or Credit Card Processor except in the ordinary course of a Borrower’s business in accordance with the current and prior practices of such Borrower. So long as an Event of Default has occurred and is continuing, no Borrower shall, without the prior written consent of Agent, settle, adjust or compromise any material claim, offset, counterclaim or dispute with any Account Debtor, Credit Card Issuer or Credit Card Processor. At any time that an Event of Default has occurred and is continuing, Agent shall, at its option, have the exclusive right to approve, settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors, Credit Card Issuers or Credit Card Processors or grant any credits, discounts or allowances.

Appears in 2 contracts

Samples: Loan and Security Agreement (Franchise Group, Inc.), Loan and Security Agreement (Franchise Group, Inc.)

Accounts Covenants. (a) Borrowers shall notify Agent promptly of the assertion of any claims, offsets, defenses or counterclaims by any Account Debtoraccount debtor, Credit Card Issuer or Credit Card Processor or any disputes with any of such Persons or any settlement, adjustment or compromise thereof, to the extent any of the foregoing exceeds $500,000 in any one case or $1,000,000 in the aggregate. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any Account Debtoraccount debtor, Credit Card Issuer or Credit Card Processor except in the ordinary course of a Borrower’s business in accordance with the current and prior practices of such Borrower. So long as an Event of Default has occurred and is continuing, no Borrower shall, without the prior written consent of Agent, settle, adjust or compromise any material claim, offset, counterclaim or dispute with any Account Debtoraccount debtor, Credit Card Issuer or Credit Card Processor. At any time that an Event of Default has occurred and is continuing, Agent shall, at its option, have the exclusive right to approve, settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtorsaccount debtors, Credit Card Issuers or Credit Card Processors or grant any credits, discounts or allowances.

Appears in 1 contract

Samples: Loan and Security Agreement (Vs Direct Inc.)

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