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.
Appears in 2 contracts
Samples: Loan Agreement (PDG Environmental Inc), Loan Agreement (PDG Environmental Inc)
Inventory Warranties. With respect to all inventory from time to time scheduled, listed or referred to in any certificate, statement or report delivered to Bankthe Lender, each Borrower warrants the Borrowers warrant and represents represent that as of the date of such certificate, statement or report: (a) such inventory is located on the premises listed in a on the Security Agreement Agreements and is not in transit; (b) the applicable a 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 Bankthe Lender; (c) such inventory is of good and merchantable quality, free from any material defects or obsolescence; (d) such inventory is not subject to any licensing, patent, royalty, trademark, tradename trade name or copyright agreement agreements with any third partyparties; and (e) the completion of the manufacture and sale or other disposition of such inventory by Bank the Lender following an Event of Default shall not require the consent of any Person person and shall not constitute a constitutes breach or default under any contract or agreement to which any such Borrower is a party or to which the inventory is subject. Borrowers The Administrative Borrower shall promptly, but immediately notify the Lender in the event that any event within five (5) Business Days, notify Bank that such inventory ceases to satisfy the above representations and warranties.
Appears in 1 contract
Samples: Credit Agreement (Ultralife Corp)
Inventory Warranties. With respect to all inventory from time to time scheduled, listed or referred to in any certificate, statement or report delivered to Bankthe Lender, 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 on the Security Agreement and is not in transittransit except in the ordinary course of Borrower's business; (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 Bankthe Lender; (c) such inventory is of good and merchantable quality, free from any material defects or obsolescence; (d) such inventory is not subject to any licensing, patent, royalty, trademark, tradename trade name or copyright agreement agreements with any third partyparties; and (e) except as described in Schedule 3.26 to this Agreement, the completion of the manufacture and sale or other disposition of such inventory by Bank the Lender following an Event of Default shall not require the consent of any Person person and shall not constitute a constitutes breach or default under any contract or agreement to which any the Borrower is a party or to which the inventory is subject. Borrowers The Borrower shall promptly, but immediately notify the Lender in the event that any event within five (5) Business Days, notify Bank that such inventory ceases to satisfy the above representations and warranties.
Appears in 1 contract
Samples: Loan Agreement (Uni Marts Inc)