Inventory Warranties. Except as disclosed to the Agent from time to time in writing, all Inventory reflected on Borrower’s financial statements delivered to the Agent pursuant to Section 7.1 shall be of good and merchantable quality, free from any defects which might affect the market value of such Inventory.
Inventory Warranties. With respect to Inventory scheduled, listed or referenced in any report pursuant to subsection 7.1 herein, and to the extent not otherwise stated herein, Borrower warrants in all material respects that (i) it is located at one of the premises listed on Exhibit A1 or Exhibit A2 and is not in transit or is subject to the Deposit Inventory System more fully described on Schedule 3.4; (ii) it is not subject to a lien or security interest whatsoever except for the Negative Pledge granted to Lender hereunder and except as specifically permitted in subsection 8.1 below; and (iii) to the best of Borrower’s knowledge, it is of good and merchantable quality, free from any defects which would materially adversely affect the market value of such Inventory. Borrower agrees to notify Lender with respect to any of its Inventory with respect to which the warranties in this subsection 3.4 are not true.
Inventory Warranties. With respect to all inventory from time to time scheduled, listed or referred to in any certificate, statement or report delivered to Bank, each Borrower warrants and represents that as of the date of such certificate, statement or report: (a) such inventory is located on the premises listed in a Security Agreement and is not in transit; (b) the applicable Borrower has good, indefeasible and merchantable title to such inventory and such inventory is not subject to any lien or security interest whatsoever except for the security interest granted to Bank; (c) such inventory is of good and merchantable quality, free from any defects or obsolescence; (d) such inventory is not subject to any licensing, patent, royalty, trademark, tradename or copyright agreement with any third party; and (e) the completion of the manufacture and sale or other disposition of such inventory by Bank following an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which any Borrower is a party or to which the inventory is subject. Borrowers shall promptly, but in any event within five (5) Business Days, notify Bank that such inventory ceases to satisfy the above representations and warranties.
Inventory Warranties. With respect to Inventory scheduled, listed or referred to in any Monthly Report or Borrowing Base Certificate, Borrower represents and warrants that, except as disclosed in such Monthly Reports or Borrowing Base Certificate (i) such Inventory is located at one of the Facilities or locations set forth on Schedule 11.29, (ii) Borrower or a Guarantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or document whatsoever except for the prior, first perfected Lien granted to Lender hereunder, (iii) such Inventory is of good and merchantable quality, free from any defects and is not goods returned to Borrower or a Guarantor by or repossessed from an Account Debtor or goods taken in trade, (iv) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which materially restricts the ability of Borrower or a Guarantor or, in the case of the exercise of its remedies, Agent to sell the Inventory, (v) the completion of manufacture, sale or other disposition of such Inventory by Agent following an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which Borrower or a Guarantor is a party or to which the Inventory is subject, and (vi) no Inventory has been produced in violation of the Fair Labor Standards Act so as to be subject to the so-called "hot goods" provision contained in Title 29 U.S.C., Section 215(a)(1).
Inventory Warranties. With respect to Inventory scheduled, listed or referred to in any Monthly Report or Collateral Report, each Borrower warrants that (i) it is located at one of the premises listed on Schedule 6.5 or is in transit between such listed locations; (ii) it is located at the location shown thereon for it; (iii) it is not subject to any Lien whatsoever except for the security interest granted to Agent hereunder and except as specifically permitted in Subsection 8.1 below; and (iv) it is of good and merchantable quality, free from any defects which would affect the market value of such Inventory. Each Borrower agrees to notify Agent with respect to any of its Inventory with respect to which the warranties in this Subsection 3.11 are not true and which such Borrower, therefore, does not want Agent to consider as Eligible Inventory if as a result thereof there has been a material net decrease in the aggregate amount of Eligible Inventory since that last reported in the preceding Collateral Report.
Inventory Warranties. Reserved.
Inventory Warranties. Borrower warrants and represents to the Agent that: (a) except for Goods covered by Documents which have been delivered to the Agent, and except as promptly disclosed to the Agent from time to time in writing, all Inventory is located on the premises described in Section 6.5 or is in transit; and (b) except as promptly disclosed to the Agent from time to time in writing, all Inventory shall be of good and merchantable quality, free from any defects which might materially affect the market value of such Inventory.
Inventory Warranties. Each Dealer represents and warrants to TCFC with respect to each item of Inventory listed in any schedule of Inventory that such item is owned by such Dealer free and clear of any Liens other than Permitted Liens; and if Dealers want TCFC to consider it "Eligible Inventory" of a specified class, satisfies the definition of Eligible Inventory and the requirements of such class.
Inventory Warranties. With respect to Eligible Inventory scheduled, listed or referred to in the Initial Borrowing Base Certificate and in each subsequent Borrowing Base Certificate hereafter delivered to Agent pursuant to the terms hereof, Borrower represents and warrants that, except as disclosed in the applicable Borrowing Base Certificate, as of the date of each Borrowing Base Certificate:
(a) Borrower and its Subsidiaries have good, indefeasible and merchantable title to such Eligible Inventory and such Inventory is not subject to any Lien whatsoever, except for the prior, first and valid, fully perfected security interest granted to Agent hereunder or Permitted Liens; (b) such Eligible Inventory together with all other Inventory is located only in the United States of America at the location set forth in Schedule 6.10 hereto or such other locations in the United States of America as are permitted hereunder (or is in transit to such location as set forth in such Borrowing Base Certificate); (c) such Inventory is of good and merchantable quality, free from any defects and such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreement which would prohibit, or impose a material burden or expense upon, the completion in manufacture and sale or other disposition of such Inventory by a Person other than Borrower or one of its Subsidiaries; and (d) to the best knowledge of Borrower and its Subsidiaries, the sale or other disposition of such Inventory by a Person other than Borrower or one of its Subsidiaries would not require the consent of any Person or constitute a breach of any contract to which Borrower or any of its Subsidiaries is a party or to which the Inventory is subject. No Inventory shall at any time be in the possession or control of any warehouseman, bailee or any of Borrower's or its Subsidiaries' agents or processors except in conformity with the applicable provisions hereof. Borrower shall (or shall cause the applicable Subsidiary to) notify any such warehouseman, bailee or processor holding Inventory having a Fair Market Value in excess of $1,000,000 of the Liens created in favor of Agent and the Lenders and shall instruct such Person to hold such Inventory for Agent's account subject to Agent's instructions. As of the date hereof, 52 no Inventory is in the possession or control of any warehouseman, bailee or any of Borrower's or its Subsidiaries' agents or processors, except as disclosed on Schedule 6.29 and Invent...
Inventory Warranties. With respect to Inventory scheduled, listed or referred to in any Monthly Report or Collateral Report, Borrower warrants that (i) it is located at one of the premises listed on Schedule 6.5 and is not in transit; (ii) it is located at the location shown thereon for it; (iii) it is not subject to any lien or security interest whatsoever except for the security interest granted to Agent hereunder and except as specifically permitted in Subsection 8.1 below; and (iv) to the best of Borrower's knowledge, it is of good and merchantable quality, free from any defects which would affect the market value of such Inventory. Borrower agrees to notify Agent with respect to any of its Inventory with respect to which the warranties in this Subsection 3.11 are not true and which Borrower, therefore, does not want Agent to consider as Eligible Inventory.
