Common use of Goods & Receivables Clause in Contracts

Goods & Receivables. (a) on the Closing 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; (b) on the Closing Date, none of the Account Debtors in respect of any Receivable in excess of $1,000,000 individually or $2,000,000 in the aggregate is the government of the United States, any agency or instrumentality thereof, any state or municipality or any foreign sovereign; (c) on the Closing Date, any Goods now or hereafter produced by any Grantor included in the Collateral have been and will be produced in all material respects in compliance with the requirements of the Fair Labor Standards Act, as amended, and the rules and regulations promulgated thereunder; and (d) on the Closing Date, other than any Inventory or Equipment (i) in transit, (ii) undergoing repairs, (iii) consisting of sales samples in the possession of employees in the ordinary course of business, (iv) in possession of the Collateral Agent or Lenders, (v) consisting of mobile equipment, (vi) of an immaterial value kept on the premises of customers in the ordinary course of business or (vii) having a value of less than $1,000,000 in the aggregate, 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 & 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; (b) on the Closing Date and on each Credit Date, none of the Account Debtors in respect of any Receivable in excess of $1,000,000 individually or $2,000,000 in the aggregate is the government of the United States, any agency or instrumentality thereof, any state or municipality or any foreign sovereign; (c) on the Closing Date and on each Credit Date, any Goods now or hereafter produced by any Grantor included in the Collateral have been and will be produced in all material respects in compliance with the requirements of the Fair Labor Standards Act, as amended, and the rules and regulations promulgated thereunder; and (d) on the Closing Date and on each Credit Date, other than any Inventory or Equipment (i) in transit, (ii) undergoing repairs, (iii) consisting of sales samples in the possession of employees in the ordinary course of business, (iv) in possession of the Collateral Agent or Lenders, (v) consisting of mobile equipment, (vi) of an immaterial value kept on the premises of customers in the ordinary course of business or (vii) having a value of less than $1,000,000 in the aggregate, 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 & Receivables. On the date hereof (or, with respect to any Additional Grantor, the date of such Grantor’s Pledge Supplement): (a) on To the Closing Dateapplicable Grantor’s knowledge, each Receivable with a value in excess of $100,000 (1i) 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, except as to the extent, in the case of subclause (i) and (ii), that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar lawslaws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law), (2) is enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, (3iii) is not and will not be subject to any credits, rights of recoupment, setoffs, defenses, taxes, counterclaims setoffs or defenses (except with respect to refunds, returns and allowances in the ordinary course of business) and (4iv) is and will be in compliance compliance, in all material respects respects, with all applicable laws, whether federal, state, local or foreign; (b) on the Closing Date, none of the Account Debtors in respect of any Receivable in excess of $1,000,000 individually or $2,000,000 in the aggregate is the government of the United States, any agency or instrumentality thereof, any state or municipality or any foreign sovereign; (c) on the Closing Date, any no Goods now or hereafter produced by any Grantor and included in the Collateral have been and or will be produced in all violation, in any material respects in compliance with the requirements respect, of the Fair Labor Standards Act, as amended, and or the rules and regulations promulgated thereunder, to the extent applicable to the production of such Goods; and (dc) on the Closing Date, other than any Inventory or Equipment (i) in transit, (ii) undergoing repairs, (iii) consisting of sales samples in the possession of employees in the ordinary course of business, (iv) in possession of the Collateral Agent or Lenders, (v) consisting of mobile equipment, (vi) of an immaterial value kept on the premises of customers in the ordinary course of business or (vii) having a value of less than $1,000,000 in the aggregate, all material amounts of the Equipment and Inventory included in the Collateral is are located only at the locations specified in Schedule 5.5 (as such schedule may be amended or supplemented by the Grantors from time to time).

Goods & Receivables. (a) on the Closing Date, each Each Receivable (1i) 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, (2ii) is and will be enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, (3iii) 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 businessbusiness with respect to damaged merchandise) and (4iv) is and will be in compliance in all material respects 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 5.5(a) would not have a Material Adverse Effect. (b) Except as otherwise identified on Schedule 5.5 hereto, (i) the Closing Date, none aggregate amount of all Receivables constituting Collateral owed by or due from the government of the Account Debtors in respect United States, or any agency or instrumentality thereof, collectively, does not exceed $75,000,000; 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 or from any foreign sovereigns, collectively, does not exceed $25,000,000. Subject to Section 6.8, no Receivable constituting Collateral in excess of $1,000,000 500,000 individually or $2,000,000 in the aggregate is requires the government consent of the United StatesAccount Debtor in respect thereof in connection with the security interest hereunder, except any agency or instrumentality thereof, any state or municipality or any foreign sovereign;consent that has been obtained and except as otherwise contemplated by the first sentence of this Section 5.5(b). (c) on the Closing Date, any Any Goods now or hereafter produced by any Grantor included in the Collateral have been and will be produced in all material respects in compliance with the requirements of the Fair Labor Standards Act, as amended, and the rules and regulations promulgated thereunder; and. (d) on the Closing Date, other Other than any Inventory or Equipment in transit (i) or, in transitthe case of Grantors’ motor vehicles, (ii) undergoing repairsbeing used in the ordinary course), (iii) consisting of sales samples being repaired or in the possession or control of employees in the ordinary course of businessany warehouseman, (iv) in possession of the Collateral Agent bailee, other third party, salesmen or Lenders, (v) consisting of mobile equipment, (vi) of an immaterial value kept on the premises of customers in the ordinary course of business or (vii) having a value of less than $1,000,000 in the aggregatecustomers, 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 & Receivables. (a) on On the Closing Date, on the date of each Collateral Trust Joinder (as defined in the Collateral Trust Agreement), and the date of the delivery of each Compliance Certificate: (a) To the applicable Grantor’s knowledge, each Receivable with a value in excess of $500,000 (1i) 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, except as to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar lawslaws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law), (2) is enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, (3iii) is not and will not be subject to any credits, rights of recoupment, setoffs, defenses, taxes, counterclaims setoffs or defenses (except with respect to refunds, returns and allowances in the ordinary course of business) and (4iv) is and will be in compliance compliance, in all material respects respects, with all applicable laws, whether federal, state, local or foreign; (b) on the Closing Date, none of the Account Debtors in respect of any Receivable in excess of $1,000,000 individually or $2,000,000 in the aggregate is the government of the United States, any agency or instrumentality thereof, any state or municipality or any foreign sovereign; (c) on the Closing Date, any no Goods now or hereafter produced by any Grantor and included in the Collateral have been and or will be produced in all violation, in any material respects in compliance with the requirements respect, of the Fair Labor Standards Act, as amended, and or the rules and regulations promulgated thereunder, to the extent applicable to the production of such Goods; and (dc) on the Closing Date, other than any Inventory or Equipment (i) in transit, (ii) undergoing repairs, (iii) consisting of sales samples in the possession of employees in the ordinary course of business, (iv) in possession of the Collateral Agent or Lenders, (v) consisting of mobile equipment, (vi) of an immaterial value kept on the premises of customers in the ordinary course of business or (vii) having a value of less than $1,000,000 in the aggregate, all material amounts of the Equipment and Inventory included in the Collateral is are located only at the locations specified in Schedule 5.5 (as such schedule may be amended or supplemented by the Borrower in the applicable Compliance Certificate from time to time).