Goods & 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;
Goods & 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;
Goods & Receivables. (a) To the knowledge of the relevant Grantor, each Receivable which is material to the Grantors, taken as a whole, (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;
Goods & Receivables. (a) on the Closing Date and on each Credit Date, each Receivable (1) 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, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, (2) is enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, (3) 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) and (4) is and will be in compliance in all material respects with all applicable laws, whether federal, state, local or foreign;
Goods & Receivables. (a) each Receivable (i) arises out of (A) a bona fide sale of goods sold and delivered by the applicable Grantor (or is in the process of being delivered) or (B) services therefore actually rendered or to be rendered by the applicable Grantor to the Account Debtor named therein and (ii) is and will be in material compliance with all applicable laws, whether federal, state, local or foreign;
Goods & Receivables. (a) [Reserved.]
Goods & Receivables. (a) other than in connection with a disposition permitted by the Credit Agreement, 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;
Goods & 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, the First Lien Collateral Agent or the Collateral Agent, any issuer of a letter of credit payable on delivery of such Document, any customs broker in possession of such Inventory or Equipment or any other Person required by the issuer of such Document in connection with the payment or delivery of such Equipment and Inventory; provided, however, that until the Discharge of First Lien Obligations has occurred, any requirements for delivery to the Collateral Agent under this paragraph shall be deemed to have been satisfied by delivery of such Collateral to the First Lien Collateral Agent;
Goods & Receivables. (a) [Intentionally Omitted]
Goods & Receivables. (a) Except in connection with (i) a Disposition permitted by Section 7.05 of the Credit Agreement or (ii) delivery to a direct beneficiary of a Permitted Lien, such Grantor 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, the First Lien Agent, or the Collateral Trustee;
