Representations as to Receivables Sample Clauses

Representations as to Receivables. Each Loan Party represents and warrants to its knowledge that each Receivable included in the calculation of the Borrowing Base, represented as an “Eligible Receivable” in any Borrowing Base Certificate or other report delivered to the Agent, Lenders or Validation Agent is an Eligible Receivable as defined herein.
Representations as to Receivables. As to each and every Receivable: (a) The Receivable is genuine and bona fide and arises from the sale, lease or license of goods or the performance of services by Borrower; (b) The Customer owing the Receivable is indebted to Borrower in the full face amount of the Receivable; (c) The Customer has authority to enter into the transaction giving rise to the Receivable; (d) The Receivable has not been previously assigned or encumbered or charged by a lien or security interest, except any Permitted Lien; (e) The Borrower is the sole owner of the Receivable and has the full right and absolute authority to assign the Receivable; (f) The Receivable is a valid and binding obligation of the Customer, fully enforceable according to its terms, and is not subject to any offset (other than unapplied credits approved by the Borrower), counterclaim, or other defense on the part of such Customer or to any claim on the part of such Customer denying liability thereunder in whole or in part; (g) The Receivable is not, nor will it become, contingent upon the fulfillment or performance by Borrower of any contract or condition whatsoever; (h) No agreement has been made, nor will be made, with any Customer for any reduction, discount, or return of goods (other than returns of leased goods), except as may be customarily given by Borrower in the ordinary course of business such as for prompt payment by the Customer; (i) The stated due date of the Receivable is correct; and (j) The Receivable is not evidenced by any Instrument or Chattel Paper, unless the same be duly endorsed and delivered to the Bank (but without implying any intention or commitment for the Bank to make Advances on Instruments or Chattel Paper).