Goods and Receivables. (a) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than the issuer of such Document to claim the Goods evidenced therefor or the Collateral Agent;
(b) if any Equipment or Inventory in excess of $100,000 individually or $250,000 in the aggregate is in possession or control of any warehouseman, bailee or other third party (other than a Consignee under a Consignment for which such Grantor is the Consignor), each Grantor shall join with the Collateral Agent in notifying the third party of the Collateral Agent’s security interest and obtaining an acknowledgment from the third party that it is holding the Equipment and Inventory for the benefit of the Collateral Agent and will permit the Collateral Agent to have access to Equipment or Inventory for purposes of inspecting such Collateral or, following the occurrence and during the continuance of a First Lien Event of Default, to remove same from such premises if the Collateral Agent so elects; and with respect to any Goods in excess of $100,000 individually or $250,000 in the aggregate subject to a Consignment for which such Grantor is the Consignor, Grantor shall file appropriate financing statements against the Consignee and take such other action as may be necessary to ensure that the Grantor has a valid, perfected, First Priority Lien in such Goods;
(c) it shall keep and maintain at its own cost and expense satisfactory and complete records of its Receivables, including, but not limited to, the originals of all documentation with respect to all such Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith;
(d) other than in the ordinary course of business (i) it shall not amend, modify, terminate or waive any provision of any Receivable it owns in any manner which could reasonably be expected to have a material adverse effect on the value of such Receivable; (ii) following and during the continuation of a First Lien Event of Default, such Grantor shall not (w) grant any extension or renewal of the time of payment of any of its Receivables, (x) compromise or settle any dispute, claim or legal proceeding with respect to any of its Receivables for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon; and
(e) the Collateral Agent shall have the right at any time to ...
Goods and Receivables. (a) each Receivable (i) is and will be the legal, valid and binding obligation of the Account Debtor in respect thereof, representing an unsatisfied obligation of such Account Debtor, (ii) is enforceable in accordance with its terms except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, (iii) is not subject to any credits, rights of recoupment, setoffs, defenses, taxes, counterclaims (except with respect to refunds, returns and allowances in the ordinary course of business and except as permitted by the Revolving Credit Agreement) and (iv) is in compliance in all material respects with all applicable laws, whether federal, state, local or foreign; and
(b) no Goods now or hereafter produced by any Grantor and included in the Collateral have been or will be produced in violation of the requirements of the Fair Labor Standards Act, as amended, or the rules and regulations promulgated thereunder.
Goods and Receivables. (a) Each Receivable with a value in excess of $1,000,000 (i) is and will be the legal, valid and binding obligation of the Account Debtor in respect thereof, representing an unsatisfied obligation of such Account Debtor, (ii) is and will be enforceable in accordance with its terms, (iii) is not and will not be subject to any credits, rights of recoupment, setoffs, defenses, taxes, counterclaims (except with respect to refunds, returns and allowances in the ordinary course of business with respect to damaged merchandise or ordinary course intercompany note payment mechanics) and (iv) is and will be in compliance with all applicable laws, whether federal, state, local or foreign;
(b) none of the Account Debtors in respect of any Receivable in excess of $100,000 individually or $500,000 in the aggregate is the government of the United States, any agency or instrumentality thereof, any state or municipality or any foreign sovereign. No Receivable in excess of $100,000 individually or $500,000 in the aggregate requires the consent of the Account Debtor in respect thereof in connection with the security interest hereunder, except any consent which has been obtained;
(c) Goods now or hereafter produced by any Grantor and included in the Collateral have been or will be produced in compliance with the requirements of the Fair Labor Standards Act, as amended, or the rules and regulations promulgated thereunder; and
(d) other than any Inventory or Equipment in transit, all of the Equipment and Inventory included in the Collateral is located only at the locations specified in Schedule 5.5 (as such schedule may be amended or supplemented from time to time).
Goods and Receivables. (a) Reserved.
Goods and Receivables. (a) the Receivables that constitute Collateral, taken as a whole, (i) are the legal, valid and binding obligation of the Account Debtor in respect thereof, representing unsatisfied obligations of such Account Debtor, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, (ii) are enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, (iii) are not subject to any credits, rights of recoupment, setoffs, defenses, taxes, counterclaims (except with respect to refunds, returns and allowances in the ordinary course of business with respect to damaged merchandise) and (iv) are in compliance with all material applicable laws, whether federal, state, local or foreign in all material respects; and
(b) any Goods produced by any Grantor included in the Collateral have been produced in compliance with the requirements of the Fair Labor Standards Act, as amended, and the rules and regulations promulgated thereunder, in all material respects.
Goods and Receivables. (a) each Receivable (i) is and will be the legal, valid and binding obligation of the Account Debtor in respect thereof, representing an unsatisfied obligation of such Account Debtor, (ii) is and will be enforceable in accordance with its terms, (iii) is not and will not be subject to any credits, rights of recoupment, setoffs, defenses, taxes, counterclaims (except with respect to refunds, returns and allowances in the ordinary course of business with respect to damaged merchandise) and (iv) is and will be in compliance with all applicable laws, whether federal, state, local or foreign; and
(b) none of the Account Debtors in respect of any material Receivable is the government of the United States, any agency or instrumentality thereof, any state or municipality or any foreign sovereign.
Goods and Receivables. (a) To the applicable Grantor’s knowledge, each Receivable with a value in excess of $1,000,000 (i) is the legal, valid and binding obligation of the Account Debtor in respect thereof, representing an unsatisfied obligation of such Account Debtor, (ii) is enforceable in accordance with its terms, except to the extent, in the case of subclause (i) and (ii), that the enforceability thereof may be limited by the Chapter 11 cases and applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law) and (iii) is not subject to any credits, rights of recoupment, setoffs or defenses by such Account Debtor (except with respect to refunds, returns and allowances in the ordinary course of business) and (iv) is in compliance, in all respects, with all applicable laws, whether federal, state or local; and
(b) other than any Inventory or Equipment in transit, all material amounts of the Equipment and Inventory included in the Collateral are located at the locations specified in Schedule 5(a), Schedule 5(b), Schedule 5(c) or Schedule 5(d) of the Perfection Certificate.
Goods and Receivables. (a) Each Receivable (i) is and will be the legal, valid and binding obligation of the Account Debtor in respect thereof, representing an unsatisfied obligation of such Account Debtor, (ii) is and will be enforceable in accordance with its terms, (iii) is not and will not be subject to any credits, rights of recoupment, setoffs, defenses, taxes, counterclaims (except with respect to refunds, returns and allowances in the ordinary course of business with respect to damaged merchandise or ordinary course intercompany note payment mechanics) and (iv) is and will be in compliance with all applicable laws, whether federal, state, local or foreign, unless failure to comply with clauses (i), (ii), (iii) and/or (iv) of this Section 5.05(a) would not have a Material Adverse Effect.
(b) Except as otherwise identified on Schedule 5.05 hereto, as of the Closing Date, (i) the aggregate amount of all Receivables constituting Collateral owed by or due from the federal government of the United States, or any agency or instrumentality thereof, collectively, does not exceed $150,000,000; and (ii) the aggregate amount of all Receivables constituting Collateral owed by or due from the governments of states or municipalities of the United States, collectively, does not exceed $75,000,000.
(c) Any Goods now or hereafter produced by any Grantor included in the Collateral have been and will be produced in compliance with the requirements of the Fair Labor Standards Act, as amended, and the rules and regulations promulgated thereunder, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.
(d) Other than any (i) Inventory or Equipment in transit, being repaired or in the possession or control of any warehouseman, bailee, repairman, serviceman, salesman, customer, assembler or other third party, (ii) Specified Equipment and Inventory and (iii) any other Inventory, Equipment and other tangible personal property at one location having a value less than $5,000,000 individually, except to the extent the aggregate value of such Inventory, Equipment or other tangible person property exceeds $15,000,000, all of the Equipment and Inventory included in the Collateral is located only at the locations specified in Schedule 5.05 (as such schedule may be amended or supplemented from time to time).
Goods and Receivables. (a) [reserved];
(b) except as set forth on Schedule 5.5(B), as of the Issue Date, none of the Account Debtors in respect of any Receivable in excess of $1,000,000 individually or $2,500,000 in the aggregate is the government of the United States, any agency or instrumentality thereof, any state or municipality or any foreign sovereign;
(c) no material portion of Goods now or hereafter produced by any Grantor and included in the Collateral have been or will be produced in material violation of the requirements of the Fair Labor Standards Act, as amended, or the rules and regulations promulgated thereunder; and
(d) other than any Inventory or Equipment in transit, undergoing repairs, replacements loaned to employees, or kept on the premises of customers or with any third party in connection with preparation for shipment or for rehabilitation or refurbishment, as of the Issue Date, all of the material Equipment and Inventory included in the Collateral is located only at the locations specified in Schedule 5.5(D).
Goods and Receivables. Such Pledgor shall (a) not deliver any negotiable Document evidencing any Goods to any Person other than the issuer of such negotiable Document to claim the Goods evidenced therefor or the Collateral Agent and (b) each of the Pledgors will collect and enforce, in accordance with past practices and in the ordinary course of business, all amounts due to such Pledgor under the Receivables owned by it. Such Pledgor will deliver to the Collateral Agent promptly upon its reasonable request after the occurrence and during the continuance of an Event of Default duplicate invoices with respect to each Receivable owned by it, bearing such language of assignment as the Collateral Agent shall reasonably specify in connection with its exercise of remedies hereunder.
