Accounts; Inventory. Each Account (a) is genuine and enforceable in accordance with its terms except for such limits thereon arising from bankruptcy and similar laws relating to creditor’s rights; (b) is not subject to any deduction or discount (other than as stated in the invoice and disclosed to the Administrative Agent in writing), defense, set off, claim or counterclaim of a material nature against any Loan Party except as to which the Loan Parties would have notified the Administrative Agent in writing; (c) is not subject to any other circumstances that would impair the validity, enforceability or a material amount of such Collateral except as to which the Loan Parties have notified the Administrative Agent in writing; (d) arises from a bona fide sale of goods or delivery of services in the ordinary course of business and in accordance with the terms and conditions of any applicable purchase order, contract or agreement; (e) is free of all Liens except Liens permitted by Section 10.2; and (f) is for a liquidated amount maturing as stated in the invoice therefor. To the knowledge of the Responsible Officers of each Loan Party, each Account included in any Borrowing Base Certificate, report or other document as an Eligible Account meets all the requirements of an Eligible Account set forth in this Agreement and each item of Inventory included in the Borrowing Base as Eligible Inventory meets all of the requirements of Eligible Inventory set forth in this Agreement.
Accounts; Inventory. (a) With respect to Eligible Accounts included in the most recent Borrowing Base Certificate (as of the date of such Borrowing Base Certificate), (i) all Accounts listed as Eligible Accounts satisfy the requirements of Eligible Accounts; (ii) they represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of each Credit Party’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and no Credit Party has made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Credit Party in the ordinary course of its business for prompt payment and disclosed to the Co-Collateral Agents; (iv) to the respective Credit Party’s knowledge, there are no material facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Credit Party’s books and records and any invoices, statements and Collateral Reports delivered to Agent and the Lenders with respect thereto; (v) to the respective Credit Party’s knowledge, no Credit Party has received any notice of 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; and (vi) no Credit Party has knowledge that any Account Debtor is unable generally to pay its debts as they become due. Further, with respect to the accounts, (x) the amounts shown on all invoices, statements and Collateral Reports which may be delivered to the Co-Collateral Agents with respect thereto are actually and absolutely owing to such Credit Party as indicated thereon and are not in any way contingent; (y) no payments have been or shall be made thereon except payments promptly delivered to the applicable Blocked Accounts or Agent as required pursuant to the terms of Annex A; and (z) to each Credit Party’s knowledge, all Account Debtors have the capacity to contract.
(b) With respect to Eligible Inventory included in the most recent Borrowing Base Certificate (as of the date of such Borrowing Base Certificate), (i) such Inventory is located at...
Accounts; Inventory. Within 15 days after the end of each month, the Borrower shall provide a monthly accounts receivable and accounts payable listing and aging and an inventory report, both of which shall be submitted electronically to the Lender via its vendor Collateral Services Inc. (CSI). Monthly processing fees shall apply to such reporting.
Accounts; Inventory. Each Account included in the Borrowing Base as an Eligible Account meets all of the requirements of an Eligible Account set forth in this Agreement. Each item of Inventory included in the Borrowing Base as Eligible Inventory meets all of the requirements of Eligible Inventory set forth in this Agreement.
Accounts; Inventory. All accounts receivable of each Company represent or will represent valid obligations arising from sales actually made in the ordinary course of business. The accounts receivable are current and collectible net of the reserves shown on the records of each Company, which reserves are adequate and calculated consistent with past practice. There is no contest, claim, or right of set-off, other than returns in the ordinary course of business, relating to the amount or validity of such accounts receivable. The inventory of each Company is of a quality and quantity usable and salable in the ordinary course of business, except for obsolete items and items of below-standard quality, all of which have been written off or written down to net realizable value.
Accounts; Inventory. 25 SECTION 4. Term Loan; Mandatory Prepayments.................................27 SECTION 5. [INTENTIONALLY OMITTED]..........................................30 SECTION 6. Collateral.......................................................30 SECTION 7. Representations, Warranties and Covenants........................35 SECTION 8. Interest, Fees and Expenses; Joint and Several Liability.........53 SECTION 9. Powers...........................................................62 SECTION 10. Events of Default and Remedies..................................63 SECTION 11. Termination.....................................................67 SECTION 12. Agent...........................................................67 SECTION 13. Miscellaneous...................................................72 EXHIBITS -------- Exhibit A - Assignment for Security (Trademarks) Schedule 1A Trademarks and Trademark Applications Exhibit B - Assignment for Security (Patents) Schedule 1A Patents and Patent Applications Exhibit C - Assignment for Security (Copyrights) Schedule 1A Copyrights and Copyrights Applications Schedule 1A Collateral Information Schedule 1B Filing Offices Schedule 1C Term Loan Commitment Schedule 1.1 Permitted Investments Schedule 2 Permitted Encumbrances Schedule 2.1(aa)(i) Trademarks, Patents and Copyrights Schedule 2.1(aa)(ii) Tradenames Schedule 2.1(aa)(iii) Monthly Rental Payments Schedule 3 Permitted Indebtedness Schedule 6.1 Real Estate Schedule 7.11 Environmental Matters Schedule 7.19(f) Management Fees Schedule 7.19(n) Dividend Restrictions FINANCING AGREEMENT Financing Agreement, dated as of August 7, 2002 (this "Agreement"), by and among each of TRANSTECHNOLOGY CORPORATION, a Delaware corporation, with a principal place of business at 700 Liberty Avenue, Union, New Jersey 07083 ("Parent"), NORCO, INC., x Xxxxxxxxxxx xxxxxxxxxxx, xxxx x xxxxxxxxl place of business at 139 Ethan Allen Highway, Ridgefield, Connecticut 06877 ("Norco"), anx XXX XXXXXXXXXXX, a Minnesota corporation, with a principal place of business at 1600 67th Avenue, Minneapolis, Minnesota 55430 ("TCR" and together wxxx Xxxxxx xxx Xxxxx, xxxx x "Xxxxxxx" xxx xxxlectively, the "Companies"), THE LENDERS FROM TIME TO TIME PARTY HERETO (each a "Lender" and collectively, the "Lenders") and ABLECO FINANCE LLC, a Delaware limited liability company ("Ableco"), with offices located at 450 Park Avenue, 28th Floor, New York, New York 10022, as agent for xxx Xxxxxxx (xx xxxx xxxxxxxx, xxx "Xxxxx").
Accounts; Inventory. 3.1 [INTENTIONALLY OMITTED]
(a) In furtherance of the continuing assignment and security interest in each of the Companies' Accounts and Inventory, upon the creation of Accounts and purchase or acquisition of Inventory, each of the Companies will at Agent's request execute and deliver to Agent in such form and manner as Agent may reasonably require, solely for Agent's convenience in maintaining records of Collateral, such confirmatory schedules of Accounts and Inventory as Agent may reasonably request, including, without limitation, weekly schedules of Accounts and monthly schedules of Inventory, all in form and substance satisfactory to Agent, and such other appropriate reports designating, identifying and describing the Accounts and Inventory as Agent may reasonably request, and provided further that Agent may request any such information more frequently, from time to time, upon its reasonable prior request.
(b) In addition, each of the Companies shall furnish to Agent, no later than Wednesday of each week, a certificate executed by an Authorized Officer of each Company calculating such Company's Borrowing Base as of the close of business on Friday of the immediately preceding week, supported by schedules showing the derivation thereof, in form and substance reasonably satisfactory to Agent.
(c) In addition, upon Agent's request, each of the Companies shall provide Agent with copies of agreements with, or purchase orders from, such Companies' customers, and copies of invoices to customers, proof of shipment or delivery, access to their computers, electronic media and software programs associated therewith (including any electronic records, contracts and signatures) and such other documentation and information relating to said Accounts and other Collateral as Agent may reasonably require. Failure to provide Agent with any of the foregoing shall in no way affect, diminish, modify or otherwise limit the security interests granted herein. Each of the Companies hereby authorizes Agent to regard the Companies' (or a Company's) printed name or rubber stamp signature on assignment schedules or invoices as the equivalent of a manual signature by one of the Companies' authorized officers or agents.
3.3 Each of the Companies hereby represents and warrants that: each Trade Account Receivable is based on an actual and bona fide sale and delivery of Inventory or rendition of services to their respective customers, any other Account is bona fide, made by the Companies ...
Accounts; Inventory. Each Account (a) is genuine and enforceable in accordance with its terms except for such limits thereon arising from bankruptcy and similar laws relating to creditor’s rights; (b) is not subject to any deduction or discount (other than as stated in the invoice and disclosed to the Administrative Agent in writing), defense, set off, claim or counterclaim of a material nature against any Loan Party except as to which the Loan Parties would have notified the Administrative Agent in writing; (c) is not subject to any other circumstances that would impair the validity, enforceability or a material amount of such Collateral except as to which the Loan Parties have notified the Administrative Agent in writing; (d) arising from a bona fide sale of goods or delivery of services in the ordinary course and in accordance with the terms and conditions of any applicable purchase order, contract or agreement; (e) is free of all Liens except Liens permitted by Section 10.2; and (f) is for a liquidated amount maturing as stated in the invoice therefor.
Accounts; Inventory. (a) All notes and accounts receivable reflected on the most recent Financial Statements, and all accounts receivable of the Company generated since July 31, 2011 (the “Receivables”), constitute bona fide receivables resulting from the sale of inventory, services or other obligations in favor of the Company as to which full performance has been fully rendered, and are valid and enforceable claims. The Receivables are not subject to any pending or threatened defense, counterclaim, right of offset, allowances or credits, except to the extent reserved against the accounts receivable and except with respect to returns of products that occur in the ordinary course of business. The reserves against the Receivables for returns, allowances, chargebacks and bad debts are commercially reasonable and have been determined in accordance with GAAP, consistently applied in accordance with past practices.
(b) The accounts payable of the Company reflected on the most recent Financial Statements arose from bona fide transactions in the ordinary course of business, and all such accounts payable have either been paid, are not yet due and payable in the ordinary course of business, or are being contested by the Company in good faith.
(c) The inventory of the Company is accounted for applying the LIFO methodology in accordance with GAAP consistently applied. Schedule 2.29(c) lists the inventory of the Company that as of September 30, 2011 had then been owned by the Company for longer than one year and remains unsold. The inventory disposed of subsequent to October 31, 2010 has been disposed of only in the ordinary course of business.
Accounts; Inventory. (i) Each Account, instrument, chattel paper and other writing constituting any portion of the Collateral (a) is genuine and enforceable in accordance with its terms except for such limits thereon arising from bankruptcy and similar laws relating to creditors’ rights; (b) is not subject to any deduction or discount (other than as stated in the invoice), defense, set off, claim or counterclaim of a material nature against it except as to which it has notified the Agent in writing; (c) is not subject to any other circumstances that would impair the validity, enforceability or amount of such Collateral except as to which it has notified the Agent in writing; (d) arises from a bona fide sale of goods or delivery of services in the ordinary course and in accordance with the terms and conditions of any applicable purchase order, contract or agreement; (e) is free of all Liens other than Permitted Liens; and (f) is for a liquidated amount maturing as stated in the invoice therefor; (ii) each Account included in any Borrowing Base Certificate, report or other document as an Eligible Account meets all the requirements of an Eligible Account set forth herein; and (iii) (ii) all Inventory included in any Borrowing Base Certificate, report or other document as a Eligible Inventory meets all the requirements of Eligible Inventory set forth herein.
