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; (b) None of the Account Debtors in respect of any Receivable in excess of $4,000,000 individually or $12,000,000 in the aggregate is the government of the United States, any agency or instrumentality thereof, any state or municipality or any foreign sovereign except with respect to which the relevant Grantor has complied with Section 6.5(b). No Receivable in excess of $4,000,000 individually or $12,000,000 in the aggregate requires the consent of the Account Debtor in respect thereof in connection with the security interest hereunder, except any consent with respect to which the relevant Grantor has used commercially reasonable efforts to obtain; and (c) no Goods which are a material portion of the Collateral now or hereafter produced by any Grantor 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 & 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, 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) None as of the Closing Date, except as otherwise identified on Schedule 5.5 hereto, none of the Account Debtors in respect of any Receivable in excess of $4,000,000 250,000 individually or $12,000,000 1,000,000 in the aggregate is the government of the United States, any agency or instrumentality thereof, any state or municipality or any foreign sovereign except with respect sovereign. Subject to which the relevant Grantor has complied with Section 6.5(b). No 6.8, no Receivable in excess of $4,000,000 500,000 individually or $12,000,000 2,000,000 in the aggregate requires the consent of the Account Debtor in respect thereof in connection with the security interest hereunder, except any consent with respect to which the relevant Grantor has used commercially reasonable efforts to obtain; andbeen obtained; (c) no any Goods which are a material portion of the Collateral now or hereafter produced by any Grantor included in the Collateral have been or and will be produced in violation of compliance with the requirements of the Fair Labor Standards Act, as amended, or and the rules and regulations promulgated thereunder; and (d) other than any Inventory or Equipment in transit (or, in the case of Grantors’ motor vehicles, being used in the ordinary course), being repaired or in the possession or control of any warehouseman, bailee, other third party, salesmen or customers, 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) 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; (b) None of the Account Debtors in respect of any Receivable in excess of $4,000,000 10,000,000 individually or $12,000,000 30,000,000 in the aggregate is the government of the United States, any agency or instrumentality thereof, any state or municipality or any foreign sovereign except with respect to which the relevant Grantor has complied with Section 6.5(b). No Receivable in excess of $4,000,000 10,000,000 individually or $12,000,000 30,000,000 in the aggregate requires the consent of the Account Debtor in respect thereof in connection with the security interest hereunder, except any consent with respect to which the relevant Grantor has used commercially reasonable efforts to obtain; and (c) no Goods which are a material portion of the Collateral now or hereafter produced by any Grantor 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 & 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 Ordinary Course of business with respect to damaged merchandise) Business and (iv) is and will be in compliance in all material respects with all applicable laws, whether federal, state, local or foreign; (b) None except as set forth in Schedule 5.5, none of the Account Debtors in respect of any Receivable in excess of $4,000,000 individually or $12,000,000 in the aggregate is the government of the United States, any agency or instrumentality thereof, any state or municipality or any foreign sovereign except with respect to which the relevant Grantor has complied with Section 6.5(b)sovereign. No Receivable in excess of $4,000,000 individually or $12,000,000 in the aggregate requires the consent of the Account Debtor in respect thereof in connection with the security interest hereunder, except any consent with respect to which the relevant Grantor has used commercially reasonable efforts to obtain; andbeen obtained; (c) no Goods which are a material portion of the Collateral 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; and (d) 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) 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;. (b) None of the Account Debtors in respect of any Receivable in excess of $4,000,000 2,500,000 individually or $12,000,000 10,000,000 in the aggregate is the government of the United States, any agency or instrumentality thereof, any state or municipality or any foreign sovereign except with respect to which the relevant Grantor has complied with Section 6.5(b)sovereign. No Receivable in excess of $4,000,000 2,500,000 individually or $12,000,000 10,000,000 in the aggregate requires the consent of the Account Debtor in respect thereof in connection with the security interest hereunder, except any consent with respect to which the relevant Grantor has used commercially reasonable efforts to obtain; andbeen obtained. (c) no Except where the failure to be so would not reasonably be expected to have a Material Adverse Effect, any Goods which are a material portion of the Collateral now or hereafter produced by any Grantor included in the Collateral have been or and will be produced in violation of compliance with the requirements of the Fair Labor Standards Act, as amended, or and the rules and regulations promulgated thereunder.