REPRESENTATIONS AND WARRANTIES REGARDING ACCOUNTS Sample Clauses

REPRESENTATIONS AND WARRANTIES REGARDING ACCOUNTS. 57 5.3 TREATMENT OF ACCOUNTS AND GENERAL INTANGIBLES.......................................................57 5.4
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REPRESENTATIONS AND WARRANTIES REGARDING ACCOUNTS. Each of the Domestic Pledging Borrowers agrees and represents that each Account and each invoice representing any Account will: (a) cover a bona fide sale or lease and delivery of merchandise sold or leased in the ordinary course of business of such Borrower or the rendition by such Borrower of services to customers in the ordinary course of business, (b) be for a liquidated amount maturing as stated in the schedule thereof and in the duplicate invoice covering said sale, and (c) other than the Administrative Agent's security interest therein, not be subject to any Lien except for those permitted by proviso (i) or (v) of Section 7.3(d) or to any offset, deduction or counterclaim; provided, however, that the Borrowers shall not be deemed to have violated clause (a) or (b) of this section unless the representations therein are untrue as to Accounts the unpaid obligation of which in the aggregate exceeds One Million Dollars ($1,000,0000. Each Domestic Pledging Borrower will use all commercially reasonable efforts consistent with sound business practice to avoid backdating, postdating or redating of invoices.
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REPRESENTATIONS AND WARRANTIES REGARDING ACCOUNTS. The Borrower and each Subsidiary Guarantor agree and represent that each Account and each invoice representing any Account shall: (a) cover a bona fide sale or lease and delivery of merchandise usually dealt in by the Borrower or such Subsidiary Guarantor, or the rendition by the Borrower of such Subsidiary Guarantor of services to customers in the ordinary course of business, (b) be for a liquidated amount maturing as stated in the schedule thereof and in the duplicate invoice covering said sale, and (c) other than the Administrative Agent's security interest therein, not be subject to any Lien other than Liens to the extent permitted in clause (E) and (G) of Section 8.3(d), or subject to any offset, deduction or counterclaim other than those asserted by the Account Debtor in the ordinary course of business. None of the Borrower's nor any of the Subsidiary Guarantors' invoices shall be backdated, postdated or redated and no Borrower or Subsidiary Guarantor shall make any sales on extended dating or credit terms other than in accordance the Borrower's or the Subsidiary Guarantor's past practices as disclosed to the Administrative Agent in writing in the Disclosure Schedule. No amount payable to the Borrower or any Subsidiary Guarantor under or in connection with any Account is evidenced by any Instrument or Chattel Paper which has not been delivered to the Administrative Agent, properly endorsed for transfer, to the extent delivery is required pursuant to Section 6.8.
Sample 1
REPRESENTATIONS AND WARRANTIES REGARDING ACCOUNTS. The Borrower agrees and represents that each Account of the Borrower and each of its Subsidiary Guarantors and each invoice representing any such Account will (a) cover a bona fide sale or lease and delivery of merchandise usually dealt in by the Borrower or such Subsidiary Guarantor, or the rendition by the Borrower or such Subsidiary Guarantor of services to customers in the ordinary course of business, (b) be for a liquidated amount maturing as stated in the schedule thereof and in the duplicate invoice covering said sale, and (c) other than the Agent's security interest therein, not be subject to any lien, or, except for those asserted by the Account Debtor in the ordinary course of business, any offset, deduction or counterclaim. None of the Borrower's or any of its Subsidiary Guarantor's invoices shall be backdated, postdated or redated, and neither the Borrower nor any of its Subsidiary Guarantors shall make sales on extended dating or credit terms other than in accordance with past practices as disclosed to the Agent in writing. The Borrower shall notify the Agent promptly upon, but in no event later than three (3) Business Days after the Borrower's learning thereof, in the event any Eligible Account in an amount in excess of $100,000 falls within any of the exclusions set forth in clauses (b) through (v) of the definition of "Eligible Accounts" and of the reasons therefore.
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REPRESENTATIONS AND WARRANTIES REGARDING ACCOUNTS. The Borrower agrees and represents that each Account and each invoice representing any Account (other than proceeds of letters of credit, insurance proceeds, contract rights, Chattel Paper, Instruments and documents not arising directly out of a sale or lease of goods or services) will (a) cover a bona fide sale or lease and delivery of merchandise usually dealt in by the Borrower, or the rendition by the Borrower of services to customers in the ordinary course of business, (b) be for a liquidated amount maturing as stated in the schedule thereof and in the duplicate invoice covering said sale, and (c) other than the Agent's security interest therein, not be subject to any Lien, or, except for those asserted by the Account Debtor in the ordinary course of business, any offset, deduction or counterclaim. None of the Borrower's invoices shall be backdated, postdated or redated and the Borrower shall make no sales on extended dating or credit terms other than in accordance with Borrower's past practices as disclosed to the Agent in writing.
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REPRESENTATIONS AND WARRANTIES REGARDING ACCOUNTS. 37 8.18 Credit and Collection Policy.......................................................... 37
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REPRESENTATIONS AND WARRANTIES REGARDING ACCOUNTS. As to each Account: (a) each Account is a valid and binding obligation of the parties thereto, enforceable in accordance with its respective terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, or similar creditors' rights; (b) each Account has been generated by Borrower in the ordinary course of business or financial affairs of Borrower; (c) each Account represents a true and correct statement of a bona fide Indebtedness incurred by an obligor for goods sold to, or services performed for, such obligor; (d) each Account is owned by Borrower free and clear of any claim of ownership interest by any other Person; (e) no Uniform Commercial Code financing statement or other instrument similar in effect covering any Account, any interest therein or any other Collateral is on file in any recording office except as such may be filed in favor of Lender in accordance with this Agreement; (f) all filings and recordings required to evidence and perfect Lender's first priority security interest in the Collateral have been made and are in full force and effect, including, without limitation, all financing statements required under the provisions of the Uniform Commercial Code of any applicable jurisdiction to be filed or recorded against Borrower, as debtor; and (g) each Account has been originated pursuant to and in accordance with the Credit and Collection Policy.
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Related to REPRESENTATIONS AND WARRANTIES REGARDING ACCOUNTS

  • Representations and Warranties Regarding Each Contract Seller represents and warrants as to each Contract as of the execution and delivery of this Agreement and as of the Closing Date, that:

  • Representations and Warranties Regarding the Contract Files Seller represents and warrants as of the execution and delivery of this Agreement and as of the Closing Date, in the case of the Initial Contracts, and as of the applicable Subsequent Transfer Date, in the case of Subsequent Contracts, that:

  • Representations and Warranties Regarding the Seller The Seller represents, warrants and covenants to the Purchaser that as of the date hereof and as of each Closing Date:

  • REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY (a) The Company represents and warrants to, and agrees with, the several Underwriters, as of the date hereof and as of the Closing Date and as of each Option Closing Date, if any, as follows:

  • Representations and Warranties Regarding the Master Servicer The Master Servicer represents and warrants to the Issuer and for the benefit of the Indenture Trustee, as pledgee of the Mortgage Loans and the Bondholders, as of the Cut-off Date and the Closing Date, that: (i) The Master Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Master Servicer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Master Servicer or the validity or enforceability of the Mortgage Loans; (ii) The Master Servicer has the power and authority to make, execute, deliver and perform this Servicing Agreement and all of the transactions contemplated under this Servicing Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Servicing Agreement. When executed and delivered, this Servicing Agreement will constitute the legal, valid and binding obligation of the Master Servicer enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (iii) The Master Servicer is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Servicing Agreement, except for such consent, license, approval or authorization, or registration or declaration, as shall have been obtained or filed, as the case may be; (iv) The execution and delivery of this Servicing Agreement and the performance of the transactions contemplated hereby by the Master Servicer will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Master Servicer or any provision of the certificate of incorporation or bylaws of the Master Servicer, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Master Servicer is a party or by which the Master Servicer may be bound; (v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending (other than litigation with respect to which pleadings or documents have been filed with a court, but not served on the Master Servicer), or to the knowledge of the Master Servicer threatened, against the Master Servicer or any of its properties or with respect to this Servicing Agreement or the Bonds or the Certificates which, to the knowledge of the Master Servicer, has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Servicing Agreement; and (vi) The Master Servicer is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS. The foregoing representations and warranties shall survive any termination of the Master Servicer hereunder.

  • Representations and Warranties Regarding the Servicer The Servicer represents and warrants to Company, the Issuer and for the benefit of the Indenture Trustee, as pledgee of the Mortgage Collateral, and the Securityholders, as of the Cut-Off Date, [the date of the Servicing Agreement], the Closing Date [and any Deposit Date], that: (i) The Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of [_______] and has the corporate power to own its assets and to transact the business in which it is currently engaged. The Servicer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Servicer; (ii) The Servicer has the power and authority to make, execute, deliver and perform this Servicing Agreement and all of the transactions contemplated under this Servicing Agreement, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Servicing Agreement. When executed and delivered, this Servicing Agreement will constitute the legal, valid and binding obligation of the Servicer enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (iii) The Servicer is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Servicing Agreement, except for such consent, license, approval or authorization, or registration or declaration, as shall have been obtained or filed, as the case may be; (iv) The execution and delivery of this Servicing Agreement and the performance of the transactions contemplated hereby by the Servicer will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Servicer or any provision of the Certificate of Incorporation or Bylaws of the Servicer, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Servicer is a party or by which the Servicer may be bound; and (v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge of the Servicer threatened, against the Servicer or any of its properties or with respect to this Servicing Agreement or the Notes or the Certificates which in the opinion of the Servicer has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Servicing Agreement. The foregoing representations and warranties shall survive any termination of the Servicer hereunder.

  • Representations and Warranties of Contractor Contractor represents and warrants to Company the following:

  • Representations and Warranties; Etc Each Obligor hereby affirms: (a) that as of the date of execution and delivery of this First Amendment, all of the representations and warranties contained in each Loan Document to which such Obligor is a party are true and correct in all material respects as though made on and as of the First Amendment Effective Date (unless made as of a specific earlier date, in which case, was true as of such date); and (b) that after giving effect to this First Amendment and to the transactions contemplated hereby, no Defaults exist under the Loan Documents or will exist under the Loan Documents.

  • Representations and Warranties of Customer The Customer represents and warrants to the Transfer Agent that:

  • Representations and Warranties Accurate All representations and warranties of Buyer contained in this Agreement shall be true and accurate in all material respects on and as of the Closing Date as if made again at and as of such date.

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