Inventory Warranties Sample Clauses

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. Reserved.

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 all Inventory included as Eligible Inventory in the books or records of Day Runner, or in any Borrowing Base Certificate, or Monthly Report, Day Runner represents (collectively, the "Inventory Warranties") to the Lenders that: (a) the Monthly Reports are prepared in accordance with Section 8.1 (s) and accurately and completely describe the Inventory in all material respects; (b) the Inventory is owned by Day Runner free and clear of all Liens (except Liens in favor of the Administrative Agent and Permitted Encumbrances); (c) no Inventory has been placed on consignment with any Person and, except as reflected on the Monthly Reports or as permitted in the definition of Eligible Inventory, no Inventory is stored with a bailee, warehouseman or similar party or evidenced by any negotiable warehouse receipt or document of title issued by any bailee, warehouseman or similar party; (d) all Inventory is of a quality and quantity usable or salable in the ordinary course of Day Runner's business and, if salable, is, to the knowledge of Day Runner, salable at values equal to or in excess of Day Runner's book value amounts thereof, except as described in the Monthly Reports; and (e) The Inventory meets all other requirements to be Eligible Inventory. If any Inventory Warranty stated in this Section is breached when made, or is no longer true at any time thereafter, as to any Inventory, the Administrative Agent may at any time determine that such Inventory is not Eligible Inventory, but the breach of any Inventory Warranty shall not constitute an Event of Default if the Inventory Warranty was true, to the best of Day Runner's knowledge, when it was made.

Inventory Warranties. Each Debtor warrants and represents that (i) Secured Party may rely, without independent investigation, on all statements or representations made by it on or with respect to any borrowing base report and, (ii) unless otherwise indicated in writing by the Debtors (in which case any such affected Inventory shall not be considered Eligible Inventory), each of the criteria set forth in the definition of "Eligible Inventory" has been met with respect to all Inventory included as Eligible Inventory on any borrowing base report.

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. 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. Each Dealer to the best of its knowledge 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.