Common use of Disclosure of Counterclaims on Receivables Clause in Contracts

Disclosure of Counterclaims on Receivables. If (i) any discount, credit or agreement to make a rebate or to otherwise reduce the amount by a material amount owing on a Receivable owned by such Grantor exists (other than a Permitted Receivables Related Asset) or (ii) if, to the knowledge of a Responsible Officer of such Grantor, any material dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened in writing with respect to a Receivable, such Grantor will disclose such fact to the Administrative Agent in writing in connection with the inspection by the Administrative Agent of any record of such Grantor relating to such Receivable and in connection with any invoice or report furnished by such Grantor to the Administrative Agent relating to such Receivable.

Disclosure of Counterclaims on Receivables. If (i) any discount, credit or agreement to make a rebate or to otherwise reduce the amount by a material amount owing on a Receivable owned by such Grantor exists (other than a Permitted Receivables Related Asset) or (ii) if, to the knowledge of a Responsible Officer of such Grantor, any material dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened in writing with respect to a Receivable, such Grantor will disclose such fact to the Administrative Agent in writing in connection with the inspection by the Administrative Agent of any record of such Grantor relating to such Receivable and in connection with any invoice or report furnished by such Grantor to the Administrative Agent relating to such Receivable.

Disclosure of Counterclaims on Receivables. If (i) any discount, credit or agreement to make a rebate or to otherwise reduce the amount by a material amount owing on a Receivable owned by such Grantor exists (other than a Permitted Receivables Related Asset) or (ii) if, to the knowledge of a Responsible Officer of such Grantor, any material bona fide dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened in writing with respect to a Receivable, which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, such Grantor will disclose to the same extent provided to the Administrative Agent such fact to the Administrative Collateral Agent in writing in connection with the inspection by the Administrative Collateral Agent of any record of such Grantor relating to such Receivable and in connection with any invoice or report furnished by such Grantor to the same extent provided to the Administrative Agent to the Collateral Agent relating to such Receivable.

Disclosure of Counterclaims on Receivables. If (i) any discount, credit or agreement to make a rebate or to otherwise reduce the amount by a material amount owing on a Receivable owned by such Grantor exists (other than a Permitted Receivables Related Asset) or (ii) if, to the knowledge of a Responsible Officer of such Grantor, any material bona fide dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened in writing with respect to a Receivable, which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, such Grantor will disclose such fact to the Administrative Agent in writing in connection with the inspection by the Administrative Agent of any record of such Grantor relating to such Receivable and in connection with any invoice or report furnished by such Grantor to the Administrative Agent relating to such Receivable.

Disclosure of Counterclaims on Receivables. If (i) any discount, credit or agreement to make a rebate or to otherwise reduce the amount by a material amount owing on a material Receivable owned by such Grantor exists (other than a Permitted Receivables Related Asset) or (ii) if, to the knowledge of a Responsible Officer Knowledge of such Grantor, any material dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened in writing with respect to a Receivable, and such discount, credit, rebate, reduction, defense, setoff, claim, counterclaim or defense could reasonably be expected to have a Material Adverse Effect, such Grantor will disclose such fact to the Administrative Agent in writing in connection with the inspection by the Administrative Agent of any record of such Grantor relating to such Receivable and in connection with any invoice or report furnished by such Grantor to the Administrative Agent relating to such Receivable.

Disclosure of Counterclaims on Receivables. If (i) any discount, credit or agreement to make a rebate or to otherwise reduce the amount by a material amount owing on a Receivable owned by such Grantor exists (other than a Permitted Receivables Related Asset) or (ii) if, to the knowledge of a Responsible Officer of such Grantor, any material dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened in writing with respect to a Receivable, such Grantor will disclose such fact to the Administrative Agent in writing in connection with the inspection by the Administrative Agent of any record of such Grantor relating to such Receivable and in connection with any invoice or report furnished by such Grantor to the Administrative Agent relating to such Receivable.

Disclosure of Counterclaims on Receivables. If (i) any discount, credit or agreement to make a rebate or to otherwise reduce the amount by a material amount owing on a Receivable owned by such Grantor exists (other than a Permitted Receivables Related Asset) or (ii) if, to the knowledge of a Responsible Officer Knowledge of such Grantor, any material dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened in writing with respect to a Receivable, and such reduction, defense, setoff, claim, counterclaim or defense could reasonably be expected to have a Material Adverse Effect, such Grantor will disclose such fact to the Administrative Agent in writing in connection with the inspection by the Administrative Agent of any record of such Grantor relating to such Receivable and in connection with any invoice or report furnished by such Grantor to the Administrative Agent relating to such Receivable.