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) For each Account with respect to which EX-IM Advances are requested, on the date each EX-IM Advance is requested and made, such Account shall meet the Minimum EX-IM Foreign Eligibility Requirements, as the case may be, set forth in Section 13.1 below.
(b) All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be. All sales and other transactions underlying or giving rise to each Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are an EX-IM Eligible Account in any EX-IM Borrowing Base Certificate. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms.
(c) For any item of Inventory consisting of EX-IM Eligible Foreign Inventory, such Inventory (i) consists of finished goods, in good, new, and salable condition, which is not perishable, returned, consigned, obsolete, not sellable, damaged, or defective, and is not comprised of demonstrative or custom inventory, works in progress, packaging or shipping materials, or supplies; (ii) meets all applicable governmental standards; (iii) has been manufactured in compliance with the Fair Labor Standards Act; (iv) is not subject to any Liens, except the first priority Liens granted or in favor of Bank under this Agreement or any of the other Loan Documents; and (v) is located at the locations in the United States identified by Borrower in the Perfection Certificate where it maintains Inventory and where Bank has obtained a bailee agreement or landlord waiver in form and substance acceptable to Bank.
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. 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. As additional collateral security for the prompt and full payment of all of the Indebtedness, all Bank's Costs in connection therewith and performance of the Loan Documents, in consideration of the increase to the Term Loan and the establishment of the Second Revolving Credit, each Borrower hereby grants to Bank a security interest in and lien on all of such entity's right, title and interest in, to, and under the following assets, whether now owned or hereafter acquired, created, or reacquired:
(i) all Accounts (as defined in the Uniform Commercial Code as enacted in Pennsylvania), including without limitation, accounts receivable, contract rights, book debts, notes, drafts and other obligations or indebtedness owing to any Borrower that evidence or arise from the sale, lease, or exchange of goods or other property and/or the performance of services, rights to any goods, services or other property represented by the foregoing (including returned or repossessed goods and unpaid Sellers' rights of rescission, replevin, reclamation and rights to stoppage in transit), moneys due or to become due to any Borrower under all contracts for the sale, lease or exchange of goods or other property and/or performance of services (whether earned by performance), and all proceeds of the foregoing and all collateral security and guaranties of any kind given by any person with respect to the foregoing;
(ii) all Inventory (as defined in the Uniform Commercial Code as enacted in Pennsylvania) wherever located, including without limitation, finished goods, raw materials,
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. 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. 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.
