Common use of RELIANCE ON STATEMENTS Clause in Contracts

RELIANCE ON STATEMENTS. With respect to all Accounts, Borrower ---------------------- represents and warrants to Bank that Bank may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrower with respect to any Account or Accounts, and unless otherwise indicated in writing to Bank, that with respect to each Account: 9.1.1. It is genuine and in all respects what it purports to be, and it is not evidenced by a judgment; 9.1.2. It arises out of a completed, bona fide sale and delivery of goods or rendition of services by Borrower in the ordinary course of its business and in accordance with the terms and conditions of all purchase orders, contracts or other documents relating thereto and forming a part of the contract between Borrower the Account Debtor; 9.1.3. It is for a liquidated amount maturing as stated in the duplicate invoice covering such sale or rendition of services, a copy of which has been furnished or is available to Bank; 9.1.4. Such Account, and Bank's security interest therein, is not, and will not be in the future, subject to any offset, Lien, deduction, defense, dispute, counterclaim or any other adverse condition except for disputes resulting in returned goods where the amount in controversy is deemed by Bank to be immaterial, and each such Account is absolutely owing to Borrower and is not contingent in any respect or for any reason; 9.1.5. Borrower has made no agreement with any Account Debtor thereunder for any deduction therefrom, except discounts or allowances which are granted by Borrower in the ordinary course of its business for prompt payment and which are reflected in the calculation of the net amount of each respective invoice related thereto; 9.1.6. There are no facts, events or occurrences which in any way impair the validity or enforceability thereof or tend to reduce the amount payable thereunder from the face amount of the invoice and statements delivered to Bank with respect thereto; 9.1.7. To the best of Borrower's knowledge, the Account Debtor thereunder (i) had the capacity to contract at the time any contract or other document giving rise to the Account was executed and (ii) such Account Debtor was and is Solvent; 9.1.8. Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility of the Account, and to the best of Borrower's knowledge there are no proceedings or actions which are threatened or pending against any Account Debtor thereunder which might result in any material adverse change in such Account Debtor financial condition or the collectibility of such Account; and 9.1.9. Borrower will have paid/or provided for the payment of all taxes arising from the transaction creating the Account.

RELIANCE ON STATEMENTS. With respect to all AccountsFinance Receivables, Borrower ---------------------- represents and warrants to Bank that Bank may rely, in determining which Accounts are Eligible Accounts, rely on all statements and representations made by Borrower with respect to any Account Finance Receivable or AccountsFinance Receivables, and unless otherwise indicated in writing to Bank, that with respect to each AccountFinance Receivable, except as otherwise disclosed to Bank in writing: 9.1.17.1.1. It is genuine and in all respects what it purports to be, and it is not evidenced by a judgment; 9.1.27.1.2. It arises out of a completed, bona fide sale and delivery of goods or completed rendition of services by Borrower in the ordinary course of its business and in accordance with the terms and conditions of all purchase orders, contracts or other documents relating thereto and forming a part of the contract between Borrower and the Account Debtor; 9.1.3. It is for a liquidated amount maturing as stated in the duplicate invoice covering such sale or rendition of services, a copy of which has been furnished or is available to Bank; 9.1.47.1.3. Such Account, and Bank's security interest therein, Finance Receivable is not, and will not be in the future, subject to any offset, Lien, deduction, defense, dispute, counterclaim or any other adverse condition except for disputes resulting in returned goods where the amount in controversy is deemed by Bank to be immaterialcondition, and each such Account Finance Receivable is absolutely owing to Borrower and is not contingent in any respect or for any reason; 9.1.57.1.4. Borrower has made no agreement with any Account Debtor thereunder for any deduction therefrom, except discounts or allowances which are granted by Borrower in the ordinary course of its business for prompt payment and which are reflected in the calculation of the net amount of each respective invoice related thereto; 9.1.67.1.5. There are no facts, events or occurrences which in any way impair the validity or enforceability thereof or tend to reduce the amount payable thereunder from the face amount of the invoice and statements delivered to Bank with respect thereto; 9.1.77.1.6. To the best of Borrower's knowledge, (i) the Account Debtor thereunder (i) had the capacity to contract at the time any contract or other document giving rise to the Account Finance Receivable was executed and (ii) such Borrower has received no notice that the Account Debtor was and is Solventinsolvent; 9.1.87.1.7. Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility of the AccountFinance Receivable, and to the best of Borrower's knowledge there are no proceedings or actions which are threatened or pending against any Account Debtor thereunder which might result in any material adverse change in such Account Debtor Debtor's financial condition or the collectibility of such AccountFinance Receivable; and 9.1.97.1.8. Borrower will have paid/paid or provided for the payment of all taxes arising from the transaction creating the AccountFinance Receivable.

RELIANCE ON STATEMENTS. With respect to all Accounts, Borrower ---------------------- each Obligor represents and warrants to Bank Lender that Bank Lender may rely, in determining which Accounts are Eligible Accounts, rely on all statements and representations made by Borrower Obligor with respect to any Account or Accounts, and unless otherwise indicated in writing to BankLender, that with respect to each Account: 9.1.1. 9.1.1 It is genuine and in all respects what it purports to be, and it is not evidenced by a judgment; 9.1.2. 9.1.2 It arises out of a completed, bona fide sale and delivery of goods or rendition of services by Borrower Obligor in the ordinary course of its business and in accordance with the terms and conditions of all purchase orders, contracts or other documents relating thereto and forming a part of the contract between Borrower Obligor and the Account Debtor; 9.1.3. 9.1.3 It is for a liquidated amount maturing as stated in the duplicate invoice covering such sale or rendition of services, a copy of which has been furnished or is available to BankLender; 9.1.4. 9.1.4 Such Account, and Bank's Lender’s security interest therein, is not, and will not be in the future, subject to any known or reasonably suspected offset, Lien, deduction, defense, dispute, counterclaim or any other adverse condition except for disputes resulting in returned goods where the amount in controversy is deemed by Bank Lender to be immaterial, and each such Account is absolutely owing to Borrower Obligor and is not contingent in any respect or for any reason; 9.1.5. Borrower 9.1.5 Obligor has made no agreement with any Account Debtor thereunder for any deduction therefrom, except discounts or allowances which are granted by Borrower Obligor in the ordinary course of its business for prompt payment and which are reflected in the calculation of the net amount of each respective invoice related thereto; 9.1.6. 9.1.6 There are no facts, events or occurrences known to Obligor which in any way impair the validity or enforceability thereof or tend to reduce the amount payable thereunder from the face amount of the invoice and statements delivered to Bank Lender with respect thereto; 9.1.7. 9.1.7 To the best of Borrower's Obligor’s knowledge, the Account Debtor thereunder (i) had the capacity to contract at the time any contract or other document giving rise to the Account was executed and (ii) such Account Debtor was and is Solvent; 9.1.8. Borrower 9.1.8 Obligor has no knowledge of any fact or circumstance which would impair the validity or collectibility of the Account, and to the best of Borrower's Obligor’s knowledge there are no proceedings or actions which are threatened or pending against any Account Debtor thereunder which might result in any material adverse change in such Account Debtor Debtor’s financial condition or the collectibility of such Account; and 9.1.9. Borrower 9.1.9 Obligor will have paid/timely pay or provided provide for the payment of all taxes arising from the transaction creating the Account.

RELIANCE ON STATEMENTS. With respect to all Accounts, Borrower ---------------------- represents and warrants to Bank that Bank may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrower with respect to any Account or Accounts, and unless otherwise indicated in writing to Bank, that with respect to each Account: 9.1.1. It is genuine and in all respects what it purports to be, and it is not evidenced by a judgment; 9.1.2. It arises out of a completed, bona fide sale and delivery of goods or rendition of services by Borrower in the ordinary course of its business and in accordance with the terms and conditions of all purchase orders, contracts or other documents relating thereto and forming a part of the contract between Borrower and the Account Debtor; 9.1.3. It is for a liquidated amount maturing as stated in the duplicate invoice covering such sale or rendition of services, a copy of which has been furnished or is available to Bank; 9.1.4. Such Account, and Bank's security interest therein, is not, and will not be in the future, subject to any offset, Lien, deduction, defense, dispute, counterclaim or any other adverse condition except for disputes resulting in returned goods where the amount in controversy is deemed by Bank to be immaterial, and each such Account is absolutely owing to Borrower and is not contingent in any respect or for any reason; 9.1.5. Borrower has made no agreement with any Account Debtor thereunder for any deduction therefrom, except discounts or allowances which are granted by Borrower in the ordinary course of its business for prompt payment and which are reflected in the calculation of the net amount of each respective invoice related thereto; 9.1.6. There are no facts, events or occurrences which in any way impair the validity or enforceability thereof or tend to reduce the amount payable thereunder from the face amount of the invoice and statements delivered to Bank with respect thereto; 9.1.7. To the best of Borrower's knowledge, the Account Debtor thereunder (ia) had the capacity to contract at the time any contract or other document giving rise to the Account was executed and (iib) such Account Debtor was and is Solvent; 9.1.8. Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility of the Account, and to the best of Borrower's knowledge there are no proceedings or actions which are threatened or pending against any Account Debtor thereunder which might result in any material adverse change in such Account Debtor Debtor's financial condition or the collectibility of such Account; and 9.1.9. Borrower will have paid/paid or provided for the payment of all taxes arising from the transaction creating the Account.

RELIANCE ON STATEMENTS. With respect to all Accounts, Borrower ---------------------- represents and warrants to Bank that Bank may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrower with respect to any Account or Accounts, and unless otherwise indicated in writing to Bank, that with respect to each Account: 9.1.1. It is genuine and in all respects what it purports to be, and it is not evidenced by a judgment; 9.1.2. It arises out of a completed, bona fide sale and delivery of goods or rendition of services by Borrower in the ordinary course of its business and in accordance with the terms and conditions of all purchase orders, contracts or other documents relating thereto and forming a part of the contract between Borrower and the Account Debtor; 9.1.3. It is for a liquidated amount maturing as stated in the duplicate invoice covering such sale or rendition of services, a copy of which has been furnished or is available to Bank; 9.1.4. Such Account, and Bank's security interest therein, is not, and will not be in the future, subject to any offset, Lien, deduction, defense, dispute, counterclaim or any other adverse condition except for disputes resulting in returned goods where the amount in controversy is deemed by Bank to be immaterial, and each such Account is absolutely owing to Borrower and is not contingent in any respect or for any reason; 9.1.5. Borrower has made no agreement with any Account Debtor thereunder for any deduction therefrom, except discounts or allowances which are granted by Borrower in the ordinary course of its business for prompt payment and which are reflected in the calculation of the net amount of each respective invoice related thereto; 9.1.6. There are no facts, events or occurrences which in any way impair the validity or enforceability thereof or tend to reduce the amount payable thereunder from the face amount of the invoice and statements delivered to Bank with respect thereto; 9.1.7. To the best of Borrower's knowledge, the Account Debtor thereunder (i) had the capacity to contract at the time any contract or other document giving rise to the Account was executed and (ii) such Account Debtor was and is Solvent; 9.1.8. Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility of the Account, and to the best of Borrower's knowledge there are no proceedings or actions which are threatened or pending against any Account Debtor thereunder which might result in any material adverse change in such Account Debtor Debtor's financial condition or the collectibility of such Account; and 9.1.9. Borrower will have paid/paid or provided for the payment of all taxes arising from the transaction creating the Account.

RELIANCE ON STATEMENTS. With respect to all Accounts, Borrower ---------------------- represents Borrowers represent and warrants warrant to Bank that Bank may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrower Borrowers with respect to any Account or Accounts, and unless otherwise indicated in writing to Bank, that with respect to each Account: 9.1.1. It is genuine and in all respects what it purports to be, and it is not evidenced by a judgment; 9.1.2. It arises out of a completed, bona fide sale and delivery of goods or rendition of services by a Borrower in the ordinary course of its business and in accordance with the terms and conditions of all purchase orders, contracts or other documents relating thereto and forming a part of the contract between a Borrower and the Account Debtor; 9.1.3. It is for a liquidated amount maturing as stated in the duplicate invoice covering such sale or rendition of services, a copy of which has been furnished or is available to Bank; 9.1.4. Such Account, and Bank's security interest therein, is not, and will not be in the future, subject to any offset, Lien, deductiondeduction (except for deductions permitted under Section 9.1.5, below), defense, dispute, counterclaim or any other adverse condition except for disputes resulting in returned goods where the amount in controversy is deemed by Bank to be immaterialcondition, and each such Account is absolutely owing to a Borrower and is not contingent in any respect or for any reason; 9.1.5. No Borrower has made no an agreement with any Account Debtor thereunder for any deduction therefrom, except discounts or allowances which are granted by a Borrower in the ordinary course of its business for prompt payment and which are reflected in the calculation of the net amount of each respective invoice related thereto; 9.1.6. There To the Best of each Borrower's knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or tend to reduce the amount payable thereunder from the face amount of the invoice and statements delivered to Bank with respect thereto; 9.1.7. To the best of each Borrower's knowledge, the Account Debtor thereunder (i) had the capacity to contract at the time any contract or other document giving rise to the Account was executed and (ii) such Account Debtor was and is Solvent; 9.1.8. No Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility of the Account, and to the best of each Borrower's knowledge knowledge, there are no proceedings or actions which are threatened or pending against any Account Debtor thereunder which might result in any material adverse change in such Account Debtor Debtor's financial condition or the collectibility of such Account; and 9.1.9. Borrower Borrowers will have paid/paid or provided for the payment of all taxes arising from the transaction creating the Account.