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; and (b) No material Receivable requires the consent of the Account Debtor in respect thereof in connection with the security interest hereunder, except any consent which has been obtained. Notwithstanding the foregoing provisions of this Section 5.5, the Collateral Agent acknowledges that certain of the Receivables of the Grantors are obligations of agencies or instrumentalities of the United States of America and certain states thereof (“Government Receivables”) and that applicable law may prohibit the Collateral Agent and the other Secured Parties from collecting Government Receivables directly from the Account Debtors.
Appears in 4 contracts
Samples: Second Lien Pledge and Security Agreement, Second Lien Pledge and Security Agreement (RadNet, Inc.), Pledge and Security Agreement (RadNet, Inc.)
