Representations and Warranties Relating to Accounts. With respect to all Accounts which are identified or included on any Schedule, Borrowing Base Certificate or other report as Eligible Accounts, each Borrower hereby warrants and represents to the Administrative Agent and the Lenders to the best of their knowledge that:
(a) They are genuine and in all respects what they purport to be, and they are not evidenced by judgments;
(b) They arise out of completed, bona fide sales of goods or rendition of services by the Borrowers in the ordinary course of their 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 the Borrowers and the Account Debtors;
(c) They are for liquidated amounts maturing as stated in the duplicate invoice covering such sale or rendition of services, copies of which have been furnished or are available to the Administrative Agent;
(d) None of the Borrowers has made an agreement with any Account Debtor thereunder for any deduction therefrom, except discounts or allowances which are granted by the Borrowers in the ordinary course of their business for prompt payment or volume purchases and which are reflected in the calculation of the net amount of each respective invoice related thereto;
(e) There are no facts, events or occurrences of which the Borrowers have knowledge which in any way impair the validity or enforceability thereof or which will reduce the amount payable thereunder from the face amount of the invoice and statements delivered to the Administrative Agent with respect thereto;
(f) To the best of the Borrowers' knowledge, the Account Debtors thereunder (i) had the capacity to contract at the time any contract or other document giving rise to the Accounts were executed and (ii) such Account Debtors are solvent; and
(g) None of the Borrowers has knowledge of any fact or circumstance which would impair the validity or collectibility of the Accounts, and to the best of the Borrowers' 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's financial condition or the collectibility of such Account.
Representations and Warranties Relating to Accounts. With respect to all Accounts of each Credit Party and each Subsidiary thereof, each Credit Party hereby warrants and represents to the Lender Group that such Accounts are bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of such Credit Party’s or such Subsidiary’s, as applicable, business. As to each Account that is identified by any Credit Party as an Eligible Account in a Borrowing Base Certificate submitted to the Administrative Agent by the Borrowers, such Account is not ineligible by virtue of one or more of the excluding criteria set forth in the definition of Eligible Accounts.
Representations and Warranties Relating to Accounts. With respect to all Accounts of each Borrower Party, such Borrower Party hereby warrants and represents to the Lender Group that such Accounts are bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of such Borrower Party’s business and all documents relating to such Accounts are legally sufficient under Applicable Law and are legally enforceable in accordance with their terms. As to each Account that is identified by such Borrower Party as an Eligible Trade Account or an Eligible Credit Card Account in the most recent Borrowing Base Certificate submitted to the Administrative Agent by Borrowers, such Account is not ineligible by virtue of one or more of the excluding criteria set forth in the definitions of Eligible Trade Accounts or Eligible Credit Card Accounts, as the case may be.
Representations and Warranties Relating to Accounts. With respect to all Accounts of each Borrower Party, such Borrower Party hereby warrants and represents to the Lender Group that such Accounts are bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of such Borrower Party’s business and all documents relating to such Accounts are legally sufficient under Applicable Law and are legally enforceable in accordance with their terms as necessary to provide the practical realization of the rights and benefits contained therein. As to each Account that is identified by such Borrower Party as an Eligible Account in the most recent Borrowing Base Certificate submitted to the Administrative Agent by the Borrower, such Account is not ineligible by virtue of one or more of the excluding criteria set forth in the definition of Eligible Accounts.
Representations and Warranties Relating to Accounts. Each Account (a) is genuine and enforceable in accordance with its terms except for such limits thereon arising from bankruptcy and similar laws relating to creditors’ rights; (b) is not subject to any other circumstances that would impair the validity, enforceability or amount of such Account except as to which such Credit Party promptly notified the Administrative Agent in writing; (c) arises from a bona fide sale of goods or delivery of services in the ordinary course and in accordance with the terms and conditions of any applicable purchase order, contract or agreement; (d) is free of all Liens (other than Liens in favor of the Administrative Agent, for the benefit of the Lender Group, and other Liens permitted under Section 7.2, so long as such Liens are contractually subordinated to the Liens in favor of the Administrative Agent (other than non-consensual Liens existing by operation of law)); and (e) is for a liquidated amount maturing as stated in the invoice therefor. As to each Account that is identified by the Borrower as an Eligible Account in the most recent Borrowing Base Certificate submitted to the Administrative Agent by the Borrower, such Account is not ineligible by virtue of one or more of the excluding criteria set forth in the definition of Eligible Accounts.
Representations and Warranties Relating to Accounts. Each Account (a) is genuine and enforceable in accordance with its terms except for such limits thereon arising from bankruptcy and similar laws relating to creditors’ rights; (b) is not subject to any other circumstances that would impair the validity, enforceability or amount of such Account except as to which such Credit Party promptly notified the Administrative Agent in writing; (c) arises from a bona fide sale of goods or delivery of services in the ordinary course and in accordance with the terms and conditions of any applicable purchase order, contract or agreement; (d) is free of all Liens (other than Liens in favor of the Administrative Agent for the benefit of the Lender Group); and (e) is for a liquidated amount maturing as stated in the invoice therefor. As to each Account that is identified by the Borrowers as an Eligible Account in the most recent Borrowing Base Certificate submitted to the Administrative Agent by the Credit Parties, such Account is not ineligible by virtue of one or more of the excluding criteria set forth in the definition of Eligible Accounts.
Representations and Warranties Relating to Accounts. 71 SECTION 7.23. REPRESENTATIONS AND WARRANTIES RELATING TO INVENTORY.........72 SECTION 7.24. OWNERSHIP OF STOCK OF THE BORROWERS..........................72 SECTION 7.25. DISCLOSURE...................................................72 SECTION 7.26. SUBORDINATION OF SUBORDINATED INDEBTEDNESS...................72
Representations and Warranties Relating to Accounts. Section 4.22.Representations and Warranties Relating to Intellectual Property. Section 4.23. Representations and Warranties Relating to Real Estate.
Representations and Warranties Relating to Accounts. With respect to all Accounts of each Loan Party, such Loan Party hereby warrants and represents to the Administrative Agent that such Accounts are bona fide existing payment obligations of Account Debtors created by the rendition of services to such Account Debtors in the ordinary course of such Loan Party’s business. As to each Account that was included by any Borrower as an Eligible Account in the most recent Borrowing Base Certificate submitted to the Administrative Agent by the Borrower Representative, such Account was not ineligible by virtue of one or more of the applicable criteria set forth in the definition of “Eligible Accounts” as of the date of such Borrowing Base Certificate.
Representations and Warranties Relating to Accounts. 76 6.25 Inventory . . . . . . . . . . . . . . . . . . . . . . 77 6.26 Full Disclosure . . . . . . . . . . . . . . . . . . . 78 ARTICLE VII.
