VENDOR'S WARRANTIES 4.1 The Vendor hereby warrants to the Purchaser that:
Seller’s Warranties Seller hereby represents and warrants to Buyer as of the Effective Date and again as of XXX that:
Buyer’s Warranties All representations and warranties by Buyer in this Agreement shall be true on and as of the closing date as though such representations and warranties were made on and as of that date.
Seller’s Warranties and Representations Seller hereby represents and warrants to Buyer as follows:
Seller’s Representations, Warranties and Covenants Seller hereby represents, warrants and covenants to Buyer as follows:
Buyer’s Representations, Warranties and Covenants Buyer represents, warrants and covenants:
Representations, Warranties and Covenants of Sellers Sellers hereby represent, warrant, and covenant to Buyer as follows:
THE SUBSCRIBER’S REPRESENTATIONS, WARRANTIES AND COVENANTS The Subscriber hereby acknowledges, agrees with and represents, warrants and covenants to the Company, as follows:
Representations, Warranties and Covenants of Seller (a) The Seller hereby represents and warrants to and covenants with the Purchaser, as of the date hereof, that:
Account Warranties With respect to Accounts of any Borrower scheduled, listed or referred to on any Accounts Trial Balance as Eligible Accounts or which such Borrower wants Agent to consider as Eligible Accounts, such Borrower warrants and represents to Agent and Lenders that (except as to an aggregate amount of Accounts of all Borrowers not to exceed $250,000 at any time): (i) they are genuine, are in all respects what they purport to be, and are not evidenced by a judgment; (ii) they represent undisputed, bona fide transactions, completed in accordance with the terms and provisions contained in the documents, if any, delivered to Agent and Lenders with respect thereto; (iii) to the best of such Borrower's knowledge the amounts shown on the respective Accounts Trial Balance, such Borrower's books and records and all invoices and statements which may be delivered to Agent and Lenders with respect thereto are actually and absolutely owing to such Borrower and are not in any way contingent; (iv) no payments have been or shall be made thereon except payments immediately (except for payments directed to such Borrower in which event such Borrower shall hold such payments in trust as provided in Subsection 3.6 and so deposit them within one Business Day of such Borrower's receipt thereof) deposited into Lock Box Accounts (as hereinafter defined) or Blocked Accounts (as hereafter defined) or delivered to Agent pursuant to this Agreement; (v) to the best of such Borrower's knowledge there are no setoffs, counterclaims or disputes existing or asserted with respect thereto (except to the extent deducted from the amount of the relevant Account in determining the amount of the relevant Eligible Account) and such Borrower has not made any agreement with any Account Debtor for any deduction therefrom except a discount or allowance allowed by such Borrower in the ordinary course of its business for prompt payment; (vi) to the best of such Borrower's knowledge there are no facts, events or occurrences which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder as shown on the Accounts Trial Balance, such Borrower's books and records and all invoices and statements delivered to Agent with respect thereto; (vii) to the best of such Borrower's knowledge, all Account Debtors have the capacity to contract and are solvent; (viii) the services furnished and/or goods sold giving rise thereto are not subject to any Lien or claim except that of Agent and except as specifically permitted in Subsection 8.1 below; (ix) such Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility thereof; and (x) to the best of such Borrower's knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor which might result in any material adverse change in such Account Debtor's financial condition. Each Borrower agrees to notify Agent with respect to any Accounts (except as to Accounts not to exceed $250,000 in the aggregate for all Borrowers at any time outstanding) scheduled on the Accounts Trial Balance with respect to which the warranties in this Subsection 3.3 are not true and which such Borrower, therefore, does not want Agent to consider as Eligible Accounts.
