Common use of Inventory Warranties Clause in Contracts

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 referred to in any Monthly Report or Borrowing Base Certificate, the Borrower represents and warrants that, except as disclosed in such Monthly Report Reports or Borrowing Base Certificate (i) such Inventory is located at one of the Facilities or locations set forth on Exhibit 8.6Schedule 11.29, (ii) the Borrower or a Guarantor has good, indefeasible and merchantable title to its such Inventory and such Inventory is not subject to any Lien or document whatsoever except for the prior, first perfected Lien granted to the Agent 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 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 or a Guarantor 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 referred to in any Monthly Report or Borrowing Base Certificate, the each Borrower represents and warrants that, except as disclosed in such Monthly Report Reports or Borrowing Base Certificate (i) such Inventory is located at one of the Facilities or locations set forth on Exhibit 8.6Schedule 10.29 as to such Borrower, (ii) the such Borrower has good, indefeasible and merchantable title to its such Inventory and such Inventory is not subject to any Lien or document whatsoever except for the prior, first perfected Lien granted to the Agent Lender hereunder, (iii) such Inventory is of good and merchantable quality, free from any defects and is not goods returned to such Borrower 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 such Borrower or, in the case of the exercise of its remedies, Lender to sell the Inventory, (v) the completion of manufacture, sale or other disposition of such Inventory by the Agent Lender 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 such 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 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 such Inventory and such Inventory is not subject to any Lien or document whatsoever except for Permitted Liens or 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 has not goods been taken in trade, (iv) such Inventory is not subject to any licensing, patent, royalty, trademark, tradename or copyright agreements with any third parties, (v) 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 Eligible Inventory scheduled, -------------------- listed or referred to in any Monthly Report or the Initial Borrowing Base CertificateCertificate and in each subsequent Borrowing Base Certificate hereafter delivered to Agent pursuant to the terms hereof, the Borrower represents and warrants that, except as disclosed in such Monthly Report or the applicable Borrowing Base Certificate (i) such Inventory is located at one Certificate, as of the Facilities or locations set forth on Exhibit 8.6, date of each Borrowing Base Certificate: (iia) the Borrower has and its Subsidiaries have good, indefeasible and merchantable title to its such Eligible Inventory and such Inventory is not subject to any Lien or document whatsoever whatsoever, except for the prior, first and valid, fully perfected Lien security interest granted to Agent hereunder or Permitted Liens; (b) such Eligible Inventory is located only in the Agent hereunder, 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 (iiior 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 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 trade name or copyright agreements 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 third parties which materially restricts the ability such warehouseman, bailee or processor holding Inventory having a Fair Market Value in excess of $1,000,000 of the Borrower orLiens 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, no Inventory is in the case possession or control of the exercise any warehouseman, bailee or any of Borrower's or its remediesSubsidiaries' agents or processors, the Agent except as disclosed on behalf of the Lenders Schedule 6.29 and ------------- Inventory in transit 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).or from any Person identified on Schedule 6.29. -------------

Inventory Warranties. With respect to Eligible Inventory scheduled, listed or referred to in any Monthly Report or the Initial Borrowing Base CertificateCertificate and in each subsequent Borrowing Base Certificate hereafter delivered to Agent pursuant to the terms hereof, the Borrower represents and warrants that, except as disclosed in such Monthly Report or the applicable Borrowing Base Certificate (i) such Inventory is located at one Certificate, as of the Facilities or locations set forth on Exhibit 8.6, date of each Borrowing Base Certificate: (iia) the Borrower has and its Subsidiaries have good, indefeasible and merchantable title to its such Eligible Inventory and such Inventory is not subject to any Lien or document whatsoever whatsoever, except for the prior, first and valid, fully perfected Lien security interest granted to Agent hereunder or Permitted Liens; (b) such Eligible Inventory together with all other Inventory is located only in the Agent hereunder, 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 (iiior 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 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 trade name or copyright agreements 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 third parties which materially restricts the ability such warehouseman, bailee or processor holding Inventory having a Fair Market Value in excess of $1,000,000 of the Borrower orLiens 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 case possession or control of the exercise any warehouseman, bailee or any of Borrower's or its remediesSubsidiaries' agents or processors, the Agent except as disclosed on behalf of the Lenders Schedule 6.29 and Inventory in transit 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)or from any Person identified on Schedule 6.29.

Inventory Warranties. With respect to Inventory scheduled, listed or referred to in any Monthly Report or Borrowing Base CertificateCertificate as to a Borrower, the Borrower represents Borrowers represent and warrants warrant that, except as disclosed in such Monthly Report Reports or Borrowing Base Certificate (i) such Inventory is located at one of the Facilities or locations set forth on Exhibit 8.6SCHEDULE 10.29 as to such Borrower, (ii) the such Borrower has good, indefeasible and merchantable title to its such Inventory and such Inventory is not subject to any Lien or document whatsoever except for the prior, first perfected Lien granted to the Agent Lender hereunder, (iii) such Inventory is of good and merchantable quality, free from any defects and is not goods returned to Borrowers by or repossessed from an Account Debtor or goods taken in trade, PROVIDED, however, that Inventory returned, undamaged, from an Account Debtor within thirty (30) days of shipment thereof shall not be deemed ineligible if it otherwise complies with this SECTION 9.5 (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 Borrowers or, in the case of the exercise of its remedies, Lender to sell the Inventory, (v) the completion of manufacture, sale or other disposition of such Inventory by the Agent Lender 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 Borrowers are 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).