Common use of Goods & Receivables Clause in Contracts

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;

Appears in 3 contracts

Samples: Pledge and Security Agreement (Grifols SA), Pledge and Security Agreement (Grifols Germany GmbH), Credit and Guaranty Agreement (Grifols Germany GmbH)

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Goods & Receivables. (a) To each Receivable (a) to the knowledge best of the relevant applicable Grantor’s knowledge, 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, (iib) to the best of the applicable Grantor’s knowledge, is and will be enforceable in accordance with its terms, (iiic) 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 merchandisebusiness) and (ivd) is and will be in compliance with all applicable laws, whether federal, state, local or foreign;

Appears in 1 contract

Samples: Pledge and Security Agreement (Sunedison, Inc.)

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Goods & Receivables. (a) To Except where the knowledge of the relevant Grantorfailure to be so would not reasonably be expected to have a Material Adverse Effect, 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;.

Appears in 1 contract

Samples: Pledge and Security Agreement (American Casino & Entertainment Properties LLC)

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