Representations and Warranties as to Borrowing Base Accounts and Inventory Sample Clauses

Representations and Warranties as to Borrowing Base Accounts and Inventory. Each of the Companies hereby represents and warrants that: each Trade Account Receivable that constitutes an Eligible Account Receivable is based on an actual and bona fide sale and delivery of goods or rendition of services to their respective customers, made by the Companies in the ordinary course of their business; the goods and Inventory being sold and the Trade Accounts Receivable created are the exclusive property of the Companies and are not and shall not be subject to any lien, consignment arrangement, encumbrance, security interest or financing statement whatsoever, other than the Permitted Encumbrances; the invoices evidencing such Trade Accounts Receivable are in the name of the respective Companies; and the customers of such Companies have accepted the goods or services, owe and are obligated to pay the full amounts stated in the invoices according to their terms, without dispute, offset, defense, counterclaim or contra, except for disputes and other matters arising in the ordinary course of business with respect to which the Companies have complied with the requirements of Section 3.7. Subject to Section 7.6 hereof, each of the Companies confirms to the Agent that any and all taxes or fees relating to its business, its sales, the Accounts or goods relating thereto, are its sole responsibility and that same will be paid by such Company when due and that none of said taxes or fees represent a lien on or claim against the Accounts. Each of the Companies hereby further represents and warrants that each such Company owns its Inventory free and clear of any security interest, encumbrances, liens or financing statements whatsoever other than Permitted Encumbrances, and if it acquires any Inventory on a consignment basis it shall so notify the Agent in writing on its monthly Inventory statement and as further reasonably required by the Agent from time to time with respect thereto, nor, except for Rack Transfer Sales, co-mingle its Inventory with any of its customers or any other Person, including pursuant to any xxxx and hold sale, consignment Inventory, or otherwise, and that its Inventory is marketable to its customers in the ordinary course of its business. Each of the Companies also warrants and represents that it is a duly and validly existing corporation and is qualified in all states where the failure to so qualify would have a Material Adverse Effect, provided that the Agent may exclude from Eligible Accounts Receivable any Accounts due from c...
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Related to Representations and Warranties as to Borrowing Base Accounts and Inventory

  • Representations and Warranties as to the Receivables The Seller makes the following representations and warranties as to each Receivable, on which Ally Auto relies in accepting the Receivables. Such representations and warranties speak as of the Closing Date, and shall survive the sale, transfer and assignment of the Receivables to Ally Auto and the subsequent assignment and transfer pursuant to the Further Transfer Agreements:

  • Representations and Warranties as to the Pool of Receivables The Depositor makes the following representations and warranties as to the pool of Receivables on which the Trust shall be deemed to have relied in accepting the pool of Receivables. The representations and warranties speak as of the Closing Date, except to the extent otherwise provided, but shall survive the sale, transfer, assignment and conveyance of the pool of Receivables to the Trust pursuant to this Agreement and the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture:

  • Representations and Warranties of the Collateral Custodian The Collateral Custodian in its individual capacity and as Collateral Custodian represents and warrants as follows:

  • Representations and Warranties of the Seller as to each Receivable On the date hereof, the Seller hereby makes the representations and warranties set forth on Schedule I to the Issuer and the Indenture Trustee as to the Receivables sold, transferred, assigned, and otherwise conveyed to the Issuer under this Agreement on which such representations and warranties the Issuer relies in acquiring the Receivables. The representations and warranties as to each Receivable shall survive the Grant of the Receivables by the Issuer to the Indenture Trustee pursuant to the Indenture. Notwithstanding any statement to the contrary contained herein or in any other Transaction Document, the Seller shall not be required to notify any insurer with respect to any Insurance Policy obtained by an Obligor or to notify any Dealer about any aspect of the transaction contemplated by the Transaction Documents.

  • Representations and Warranties of Borrowers Each Borrower represents and warrants to the Agent and the Lenders as follows:

  • Representations and Warranties Concerning Accounts With respect to the Accounts, Borrower represents and warrants to Lender: (a) Each Account represented by Borrower to be an Eligible Account for purposes of this Agreement conforms to the requirements of the definition of an Eligible Account; (b) All Account information listed on schedules delivered to Lender will be true and correct, subject to immaterial variance; and (c) Lender, its assigns, or agents shall have the right at any time and at Borrower's expense to inspect, examine, and audit Borrower's records and to confirm with Account Debtors the accuracy of such Accounts.

  • Representations and Warranties Concerning Collateral, Etc The Company further represents and warrants to the Secured Party as follows: (a) the Company is the owner of or has other rights in or power to transfer the Collateral, free from any right or claim of any person or any adverse lien, except for the security interest created by this Agreement and the Permitted Liens, (b) none of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral, (c) the Company holds no commercial tort claim except as indicated on the Company's Perfection Certificate, (d) all other information set forth on the Company's Perfection Certificate pertaining to the Collateral is accurate and complete, and (e) there has been no change in any of such information since the date on which the Company's Perfection Certificate was signed by the Company.

  • Perfection Representations and Warranties If the transfer of the Conveyed Assets under this Agreement is determined to be a pledge relating to a financing or is determined not to be an absolute sale and assignment, the Depositor makes the following representations and warranties on which the Issuer is relying in purchasing the Conveyed Assets. The representations and warranties are made as of the Closing Date, but shall survive the sale, transfer and assignment of the Conveyed Assets by the Depositor to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture:

  • BORROWER'S REPRESENTATIONS AND WARRANTIES Borrower represents and warrants that:

  • Representations and Warranties of Borrower Borrower represents and warrants as follows:

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