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 referred to in any Monthly Report or Borrowing Base Certificate, the Borrower represents and warrants that, except as disclosed in such Monthly Report or Borrowing Base Certificate (i) such Inventory is located at one of the Facilities or locations set forth on Exhibit 8.6, (ii) the Borrower has good, indefeasible and merchantable title to its Inventory and such Inventory is not subject to any Lien or document whatsoever except for the prior, first perfected Lien granted to the Agent hereunder, (iii) such Inventory is of good and merchantable quality, free from any defects and is not goods taken in trade, (iv) the completion of manufacture, sale or other disposition of such Inventory by the 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 the Borrower is a party or to which the Inventory is subject, (v) such Inventory is not subject to any licensing, patent, royalty, trademark, tradename or copyright agreements with any third parties which materially restricts the ability of the Borrower or, in the case of the exercise of its remedies, the Agent on behalf of the Lenders to sell such Inventory, 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 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 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. 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.
Inventory Warranties. With respect to inventory from time to time scheduled, listed or referred to in any certificate, statement or report prepared by or for Obligor and delivered to Bank, Obligor warrants and represents that (a) such inventory is located at the address or addresses listed on Schedule 5.3 attached hereto and is not in transit; (b) Obligor 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 prior, perfected security interest granted to Bank and any liens expressly permitted under Section 5.9 of the Loan Agreement; (c) to Obligor's knowledge and except as disclosed to Bank in writing, such inventory is of good and merchantable quality, free from any defects; (d) such inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties; 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 the Obligor is a party or to which the inventory is subject.
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.
