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.
Appears in 2 contracts
Samples: Credit Agreement (Bull Run Corp), Credit Agreement (Bull Run Corp)
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:
(ai) They are genuine and in all respects what they purport to be, and they are not evidenced by judgments;
(bii) They arise out of completed, bona fide sales of goods or rendition of services by the Borrowers Domestic Borrower or the Sterling Borrower, as the case may be, in the ordinary course of their 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 the Borrowers Domestic Borrower or the Sterling Borrower, as the case may be, and the Account Debtors;Debtor,
(ciii) 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;
(div) None of Neither the Borrowers Domestic Borrower nor the Sterling Borrower has made an agreement with any Account Debtor thereunder for any deduction therefrom, except discounts or allowances which are granted by the Borrowers Domestic Borrower or the Sterling Borrower, as the case may be, in the ordinary course of their its business for prompt payment or volume purchases and which are reflected in the calculation of the net amount of each respective invoice related thereto;
(ev) There are no facts, events or occurrences of which the Borrowers have Domestic Borrower or the Sterling Borrower has 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;
(fvi) To the best of the Borrowers' Domestic Borrower's knowledge and the Sterling Borrower's 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
(gvii) None of the Borrowers No Borrower 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, Domestic Borrower's and the Sterling 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's financial condition or the collectibility of such Account.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Catalina Lighting Inc), Revolving Credit and Term Loan Agreement (Catalina Lighting Inc)
Representations and Warranties Relating to Accounts. With respect to all All Eligible Accounts which are identified or included on any Schedule, reported in the most recent Borrowing Base Certificate or other report as Eligible Accounts, each Borrower hereby warrants and represents delivered 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 a Loan Party in the ordinary course of their 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 the Borrowers such Loan Party and the Account Debtors;
Debtor, (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 . No Loan Party has made an agreement with any Account Debtor thereunder of any Eligible Accounts for any deduction therefrom, except discounts or allowances which are granted by the Borrowers Loan Parties 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 any Loan Party has knowledge which in any way impair the validity or enforceability thereof or which will reduce the amount payable thereunder with respect to any Eligible Accounts from the face amount of the invoice and statements delivered to the Administrative Agent with respect thereto;
(f) . To the best of knowledge of the Borrowers' knowledgeLoan Parties, the each Account Debtors thereunder (i) Debtor had the capacity to contract at the time any contract or other document giving rise to the Eligible Accounts were executed and (ii) such Account Debtors are solvent; and
(g) None of the Borrowers has . The Loan Parties have no knowledge of any fact or circumstance which would impair the validity or collectibility of the Eligible Accounts, and to the best of the Borrowers' knowledge, Loan Parties’ 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 ’s financial condition or the collectibility of such any Eligible Account.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Mapics Inc), Revolving Credit and Term Loan Agreement (Mapics Inc)
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 the 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 Borrower or one of its Domestic Subsidiaries in the ordinary course of their 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 the Borrowers Borrower or its Domestic Subsidiary and the Account Debtors;Debtor,
(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 Neither the Borrower nor any of the Borrowers has its Domestic Subsidiary have made an agreement with any Account Debtor thereunder for any deduction therefrom, except discounts or allowances which are granted by the Borrowers Borrower or any of its Domestic Subsidiaries, as the case may be, in the ordinary course of their its 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 Borrower or any of its Domestic Subsidiaries has 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 BorrowersBorrower's and its Domestic Subsidiaries' 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 The Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility of the Accounts, and to the best of the BorrowersBorrower's and its Subsidiaries' 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's financial condition or the collectibility of such Account.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Conso International Corp)
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 Agent, the Lenders and the Lenders to the best of their knowledge Issuing Bank 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 BONA FIDE sales of goods or rendition of services by the Borrowers each Borrower in the ordinary course of their 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 the Borrowers such Borrower 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 Except as disclosed on SCHEDULE 6.24, no Borrower has made an agreement with any Account Debtor thereunder for any deduction therefrom, except discounts or allowances which are granted by the Borrowers such Borrower in the ordinary course of their its 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 such Borrower has 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' such Borrower's 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 No Borrower 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, such 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's financial condition or the collectibility of such Account.
Appears in 1 contract
Samples: Credit Agreement (International Murex Technologies Corp)
Representations and Warranties Relating to Accounts. With respect to all Accounts which are identified or included on listed in 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 Accounts 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 Revolving Borrowers in the ordinary course of their 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 the Revolving 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 Revolving Borrowers has made an agreement with any Account Debtor thereunder for any deduction therefrom, except discounts or allowances which are granted by the Borrowers such Borrower in the ordinary course of their its 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 any Revolving Borrower has 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' each Revolving Borrower's 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 No Revolving Borrower has any knowledge of any fact or circumstance which would impair the validity or collectibility of the Accounts, and to the best of the Borrowers' knowledge, each Revolving 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's financial condition or the collectibility of such Account.
Appears in 1 contract
Samples: Credit Agreement (Dyersburg Corp)
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:
(ai) They are genuine and in all respects what they purport to be, and they are not evidenced by judgments;
(bii) They arise out of completed, bona fide sales of goods or rendition of services by the Borrowers Domestic Borrower or the Sterling Borrower, as the case may be, in the ordinary course of their 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 the Borrowers Domestic Borrower or the Sterling Borrower, as the case may be, and the Account Debtors;Debtor,
(ciii) 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;
(div) None of Neither the Borrowers Domestic Borrower nor the Sterling Borrower has not made an agreement with any Account Debtor thereunder for any deduction therefrom, except discounts or allowances which are granted by the Borrowers Domestic Borrower or the Sterling Borrower, as the case may be, in the ordinary course of their its business for prompt payment or volume purchases and which are reflected in the calculation of the net amount of each respective invoice related thereto;
(ev) There are no facts, events or occurrences of which the Borrowers have Domestic Borrower or the Sterling Borrower has 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;
(fvi) To the best of the Borrowers' Domestic Borrower's knowledge and the Sterling Borrower's 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
(gvii) None of the Borrowers No Borrower 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, Domestic Borrower's and the Sterling 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's financial condition or the collectibility of such Account.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Catalina Lighting Inc)
Representations and Warranties Relating to Accounts. With The Borrower represents and warrants that, 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 Account of the Administrative Agent and the Lenders to the best of their knowledge thatBorrower:
(a) They are genuine and in all respects what they purport except as otherwise disclosed to bethe Administrative Agent, and they are not evidenced by judgments;
(b1) They arise such Account arises out of completed, a bona fide sales sale and delivery of goods or rendition of services by the Borrowers Borrower in the ordinary course of their its business and in accordance is not evidenced by a judgment, an instrument or chattel paper, (2) there are no setoffs, claims or disputes existing or asserted with respect thereto and the Borrower has not agreed and will not agree 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 applicable Account Debtor thereunder for (i) any deduction therefrom, (ii) any extension of the time for payment thereof, (iii) any compromise or settlement for less than the full amount thereof, or (iv) any release, in whole or in part, of any Person liable therefor except discounts deductions, extensions, compromises, settlements or allowances which are granted releases allowed by the Borrowers Borrower in the ordinary course of their its business for prompt payment or volume purchases and which are reflected in disclosed to the calculation of the net amount of each respective invoice related thereto;
Administrative Agent, (e3) There there are no facts, events or occurrences of which the Borrowers have knowledge which that in any way impair the validity validity, collectibility or enforceability thereof or which will tend to reduce the amount payable thereunder from as reflected on the face amount invoices, statements and written schedules of the invoice and statements Accounts delivered to the Administrative Agent Lenders with respect thereto;
(f) To the best of the Borrowers' knowledgethereto in any material respect, 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 that might result in any material adverse change in such Account Debtor's the financial condition of the applicable Account Debtor or the collectibility thereof, and (4) the Borrower has no knowledge that the applicable Account Debtor is unable generally to pay its debts as they become due;
(b) the amounts reflected on all records, invoices, statements and schedules of such AccountAccounts with respect thereto are actually and absolutely owing to the Borrower as indicated thereon and are not in any way contingent; Table of Contents
(c) in the case of Eligible Accounts, no payments (other than payments treated as deferred revenues) have been made thereon; and
(d) to the best of the Borrower’s knowledge, the applicable Account Debtor has the capacity to contract.
Appears in 1 contract
Samples: Revolving/Term Credit and Security Agreement (Seracare Life Sciences Inc)