Inventory Representations and Warranties. The Borrower makes the following warranties and representation to the Lender as to each and every item of Inventory, whether now existing or hereafter created or acquired, unless otherwise disclosed in writing by the Borrower to the Lender: (a) all statements or representations made by the Borrower in any Schedule of Inventory (as hereinafter defined) or other documents furnished to the Lender by the Borrower with respect to such Inventory are true and correct; (b) all Inventory is located on premises referred to in Section 2.05(c) of the Agreement or is Inventory which is in transit and is so identified on the relevant Schedule of Inventory; and (c) no Inventory is now, nor at any time hereafter shall be, stored with a bailee, warehouseman or similar party without the Lender's prior written consent.
Inventory Representations and Warranties. In determining which items of Inventory constitute Eligible Inventory, Lender may rely on all reports, statements or representations made by either Borrower with respect to any Inventory. In the event any Inventory is or becomes ineligible, Borrowers shall promptly notify Lender upon obtaining knowledge of the same and, in any event, if any such report, statement or representation by either Borrower is breached or otherwise proves untrue, regardless of either Borrower's knowledge thereof, Lender may deem such Inventory ineligible, but Lender shall retain its security interest in all Inventory, eligible and ineligible, until all Obligations are paid and satisfied in full and this Agreement is terminated.
Inventory Representations and Warranties. Except as specifically disclosed on Exhibit O annexed hereto, with respect to all present and future Eligible Inventory included in the determination of the Borrowing Base:
(a) All Inventory is located on the premises listed on the schedules attached to the Borrower Security Agreement or is Eligible Inventory in transit for sale in the ordinary course of business;
(b) No Inventory is subject to any Lien or security interest whatsoever, except for the Liens and security interests of the Agent and the Lenders and those Liens or security interests set forth in Section 7.2 hereof; and
(c) Except as specified in the Borrower Security Agreement or otherwise permitted by this Agreement, no Eligible Inventory is now stored or shall at any time hereafter be stored with a bailee, warehouseman, or similar party.
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Inventory Representations and Warranties. The Grantor represents and warrants to the Lender as follows as to each and every item of Inventory, whether now existing or hereafter created or acquired, that is listed on any report, certificate or other document furnished to the Lender, unless the Grantor discloses therein that the Grantor does not make any such representation or warranty with respect to such item of Inventory:
(a) All statements made by the Grantor about the Inventory in any documents furnished to the Lender by the Grantor are true and correct, and all the Lender may rely on such statements and representations in determining the eligibility and collateral value of the Inventory.
(b) All Inventory is located on premises identified on Exhibit B or is in transit to Account Debtors in the ordinary course of business and is so identified on the relevant Schedule of Inventory.
Inventory Representations and Warranties. Borrower warrants and represents to and covenants with Bank (after giving effect to the Acquisition) that: (a) Inventory shall be kept only at the locations specified in Paragraph 7.4 hereof; (
Inventory Representations and Warranties. Borrower represents and warrants that Lender may rely, in determining which Inventory listed on any Borrowing Base Certificate is Eligible Inventory, without independent investigation of any statements or representations made by Borrower on or with respect to any such Borrowing Base Certificate, and unless otherwise indicated in writing by Borrower, that:
(a) The Inventory consists solely of raw materials or finished goods (and not work-in-progress);
(b) the Inventory is in good and merchantable condition, is not slow-moving, obsolete or discontinued;
(c) the Inventory is located on premises listed in Exhibit C;
(d) the Inventory is not subject to any lien, claim, security interest or other encumbrance whatsoever, except the security interest of Lender hereunder;
(e) the Inventory does not consist of packaging or supplies;
(f) the Inventory has not been consigned;
(g) the Inventory is not now, and shall not at any time or times hereafter be, stored with a bailee, warehouseman or similar party without Lender’s prior written consent, and, if Lender gives such consent, Borrower will concurrently therewith cause any such bailee, warehouseman or similar party to execute and deliver to Lender, a warehouseman’s or similar agreement, in form and substance acceptable to Lender;
(h) the Inventory was not produced in violation of the Fair Labor Standards Act and subject to the “hot goods” provisions contained in Title 29 U.S.C. §215;
(i) the Inventory is not subject to any agreement or license which would restrict the Lender’s ability to sell or otherwise dispose of such Inventory;
(j) the Inventory is not identified to any purchase order or contract to the extent progress or advance payments are received with respect to such Inventory; and
(k) No covenant, representation or warranty contained in this Agreement with respect to such Inventory has been breached.”
7. The Borrower acknowledges and agrees that the Loan Agreement is and as amended hereby shall remain in full force and effect, and that the Collateral is and shall remain subject to the lien and security interest granted and provided for by the Loan Agreement as amended hereby, for the benefit and security of all obligations and indebtedness heretofore, now or hereafter owed by Borrower to Lender, including, without limitation, the indebtedness evidenced by the Revolving Note, the Term Note, the Equipment Note, the Equipment No. 2 and all other Indebtedness.
8. Without limiting the foregoing, the Borrower her...
Inventory Representations and Warranties. Each Borrower warrants and represents to and covenants with Bank that: (a) Inventory shall be kept only at the locations specified in Schedule 7.5 hereof or of which Bank is notified hereafter pursuant to Paragraph 7.5; (b) each Borrower, at reasonable intervals upon the reasonable request of Bank therefor, shall execute and deliver to Bank designations of Inventory specifying the cost of Inventory and such other matters and information relating to Inventory as Bank may reasonably request; (c) each Borrower does now keep and hereafter at all times shall keep correct and accurate records itemizing and describing the kind, type, quality and quantity of Inventory, the cost therefor and selling price thereof and the daily withdrawals therefrom and additions thereto, all of which records shall be available to any of Bank's officers, employees or Bank for inspection and copying thereof; (d) Inventory is not now and shall not at any time or times hereafter be stored with a bailee, warehouseman or similar party without Bank's prior written consent and, in such event, such Borrower will concurrently therewith cause any such bailee, warehouseman or similar party to issue and deliver to Bank, in form and substance acceptable to Bank, warehouse receipts therefor in Bank's name; and (e) Inventory is not now and shall not at any time be consigned to any Person without Bank's prior written consent.
Inventory Representations and Warranties. Mabwell hereby represents and warrants that: (i) the Inventory is Manufactured in accordance with the Product Specification and FDA Guidance for Industry: cGMP for Phase I Investigational Drugs (July 2008), (ii) as of the date on which the Inventory is supplied to Disc or its designee hereunder, such Inventory will have been stored and maintained in accordance with the Product Specification; and (iii) the Inventory is free and clear of any liens, charges and encumbrances. Together with the delivery of the Inventory, Mabwell shall provide Disc with a certificate of compliance stating that the Inventory delivered to Disc was Manufactured in accordance with Product Specification and FDA Guidance for Industry: cGMP for Phase I Investigational Drugs (July 2008).
Inventory Representations and Warranties. The Borrower makes the following warranties and representations to the Lender as to each and every item of Inventory identified as Eligible Inventory on any Schedule of Inventory, Assignment Summary or other writing furnished to the Lender, whether now existing or hereafter created or acquired, to the best of Borrower's knowledge:
(a) All statements or representations made by the Borrower on or with respect to any Borrowing Base Certificate, Schedule of Inventory or other documents furnished to the Lender by the Borrower with respect to such Inventory are true and correct in all material respects, and the Lender may rely on such statements and representations in determining the eligibility and collateral value of the Inventory.
(b) All Inventory is located on premises identified on Exhibit "C" hereto or is Inventory that is in transit to Purchasers in the ordinary course of business and is so identified on the relevant Schedule of Inventory. Each of the foregoing representations and warranties must be true and correct with respect to each Inventory for it to be entitled to be considered Eligible Inventory. If the Borrower should disclose to the Lender that the Borrower does make any such representation or warranty with respect to any Inventory, or if any such representation or warranty is not true and correct with respect to any Inventory, the Lender may, in its sole discretion, exclude such Inventory from Eligible Inventory.
