Accounts Warranties and Covenants Sample Clauses

Accounts Warranties and Covenants. Except as otherwise disclosed to Agent in writing, as to each of Borrower’s existing Accounts and each of its hereafter arising Accounts that: at the time of its creation, such Account is a valid, bona fide obligation, representing an undisputed indebtedness incurred by the Account Debtor (and any other Person obligated on such Account) for property actually sold and delivered or for services completely rendered; there are no defenses, setoffs, offsets, claims, or counterclaims, genuine or otherwise, against such Account; such Account does not represent a sale to a Subsidiary or an Affiliate, or a consignment, sale or return or a xxxx and hold transaction; the amount represented by Borrower to Agent as owing by each Account Debtor (and by each of the other Persons obligated on such Account) is, or will be, the correct amount actually and unconditionally owing, no agreement exists permitting any other deduction or discount; Borrower is the lawful owner of such Account and has the right to assign the same to Agent, for the benefit of Agent and Lenders; such Account is free of all Liens, other than those in favor of Agent, on behalf of itself and Lenders, and such Account constitutes, the legally valid and binding obligation of the applicable Account Debtor (and any other Person obligated on such Account) and is due and payable in accordance with its terms. Borrower shall, at its own expense, use its best efforts to assure prompt payment of all amounts due or to become due under Accounts. No discounts, credits or allowances will be issued, granted or allowed by Borrower to customers and no returns will be accepted without Agent’s prior written consent; provided, however, so long as such discounts, credits, allowances or returns are customarily issued or accepted in the ordinary course of business and are in amounts which are not material to Borrower, or until Agent notifies Borrower to the contrary, Borrower may presume consent. Borrower will immediately notify Agent in the event that any Account Debtor (or any other Person obligated on such Account) alleges any dispute or claim with respect to such Account or of any other circumstances known to Borrower that may impair the validity or collectibility of any such Account. Agent, or its designee, shall have the right, at any time or times hereafter, to verify the validity, amount or any other matter relating to any Account, by mail, telephone or in person. After the occurrence of a Default or an Event of Defaul...

Accounts Warranties and Covenants. Except as otherwise disclosed to Administrative Agent in writing from time to time or as may consistent with Borrower’s past business practices, as to each Grantor’s existing Accounts and each of its hereafter arising Accounts, each Grantor represents and warrants to such Grantor’s knowledge that: at the time of its creation, such Account is a valid, bona fide obligation, representing an undisputed indebtedness incurred by the Account Debtor (and any other Person obligated on such Account) for property actually sold or for services completely rendered or to be rendered in the ordinary course of business; there are no defenses, setoffs, offsets, claims, or counterclaims, genuine or otherwise, against such Account; such Account does not represent a sale to a Subsidiary or an Affiliate, or a consignment, sale or return or a xxxx and hold transaction; the amount represented by Grantor to Administrative Agent as owing by each Account Debtor (and by each of the other Persons obligated on such Account) is, or will be, the correct amount actually and unconditionally owing, no agreement exists permitting any other deduction or discount, except as may be consistent with each Grantor’s past business practices, or otherwise on terms which such Grantor in good faith considers advisable; such Grantor is the lawful owner of such Account and has the right to assign the same to Administrative Agent, except to the extent such assignment is limited by the Assignment of Claims Act or similar state law, for the benefit of Administrative Agent; such Account is free of all Liens, other than Permitted Encumbrances, and such Account constitutes, the legally valid and binding obligation of the applicable Account Debtor (and any other Person obligated on such Account) and is due and payable in accordance with its terms. Each Grantor shall, at its own expense use commercially reasonable efforts to assure prompt payment of all amounts due or to become due under Accounts. Administrative Agent, or its designee, shall have the right, at any time or times hereafter, to verify the validity, amount or any other matter relating to any Account, by mail, telephone or in person. After the occurrence and during the continuance of an Event of Default, Administrative Agent shall have the right at any time (i) to exercise the rights of such Grantor, with respect to the obligation of the Account Debtor (or any other Person obligated on such Account) to make payment or otherwise render performance to...

Accounts Warranties and Covenants. Except as otherwise disclosed to Agent in writing, as to each of Loan Party's existing Accounts and each of its hereafter arising Accounts that: at the time of its creation, such Account is a valid, bona fide obligation, representing an undisputed indebtedness incurred by the Account Debtor (and any other Person obligated on such Account) for property actually sold and delivered or for services completely rendered; there are no defenses, setoffs, offsets, claims, or counterclaims, genuine or otherwise, against such Account except as otherwise included in a Loan Party's reserves and disclosed in writing to Agent on the accounts receivable schedules delivered by Loan Parties to Agent; such Account does not represent a sale to a Subsidiary or an Affiliate, or a consignment, sale or return or a xxxx and hold transaction; the amount represented by Loan Parties to Agent as owing by each Account Debtor (and by each of the other Persons obligated on such Account) is, or will be, the correct amount actually and unconditionally owing, to the knowledge of any Loan Party no agreement exists permitting any other deduction or discount other than agreements set forth on Schedule 4.5(A); the applicable Loan Party is the lawful owner of such Account and has the right to assign the same to Agent, for the benefit of Agent and Lenders (other than to the extent assignment of such Account may be limited by the Federal Assignment of Claims Act of 1940 as amended (31 U.S.C. Section 3727 et seq.) or any applicable statute or municipal ordinance of similar purpose and effect); such Account is free of all Liens, other than those in favor of (x) Agent, on behalf of itself and Lenders and (y) Second Lien Term Loan Agent, on behalf of itself and the Second Lien Term Loan Lenders, so long as such Liens are subordinated in a manner satisfactory to Agent pursuant to the Second Lien Term Loan Subordination Agreement, and such Account constitutes, the legally valid and binding obligation of the applicable Account Debtor (and any other Person obligated on such Account) and is due and payable in accordance with its terms. Each Loan Party shall, at its own expense: (i) cause all invoices evidencing such Loan Party's Accounts and all copies thereof to bear a notice that such invoices are payable to the lockboxes established in accordance with subsection 4.22 and (ii) use its best efforts to assure prompt payment of all amounts due or to become due under Accounts. No discounts, credits or allowa...

Accounts Warranties and Covenants. (1) Except as otherwise disclosed to Agent in writing, as to each of Borrower’s existing Accounts and each of its hereafter arising Accounts that: at the time of its creation, such Account is a valid, bona fide obligation, representing an undisputed indebtedness incurred by the Account Debtor (and any other Person obligated on such Account) for property actually sold and delivered or for services completely rendered by an Originator; the amount represented by Borrower to Agent as owing by each Account Debtor is the correct amount actually owing (subject to credits, deductions or discounts given in the ordinary course of business and consistent with any Setoff Limitation Agreement); and at the time of creation, such Account constitutes, the legally valid and binding obligation of the applicable Account Debtor and is due and payable in accordance with its terms (subject to credits, deductions or discounts given in the ordinary course of business and consistent with any Setoff Limitation Agreement). (2) Each Account Borrower has reported to Agent as being an Eligible Account meets all of the requirements of an Eligible Account.