Common use of Representations Concerning the Collateral Clause in Contracts

Representations Concerning the Collateral. Company represents and warrants: (a) its Collateral (i) is owned solely by Company free and clear of all claims, liens, security interests and encumbrances (including without limitation any claims of infringement) except (A) those in Secured Party’s favor and (B) Permitted Encumbrances and (ii) is not subject to any agree­ment prohibiting the granting of a security interest or requiring notice of or consent to the granting of a security interest; (i) all Receivables (x) represent complete bona fide transactions with Customers in the ordinary course of Company’s business which require no further act under any circumstances on Company’s part to make such Receivables payable by the Customers, (y) to the best of Company’s knowledge, are not subject to any present, future or contingent offsets, disputes or counterclaims, and (z) do not represent bill and hold sales, consignment saxxx, guaranteed sales, sale or return or other similar understandings or obligations of Company, (ii) to the best of Company’s knowledge, there are no facts, events or occurrences which in any way impair the validity of any Receivable or enforcement thereof or tend to reduce the amount payable under any Receivables and (iii) Company has no knowledge that any Customer is unable generally to pay its debts as they become due. (c) all Inventory is of good and merchantable quality, free from any defects. No Inventory is subject to any licensing, patent, royalty, trademark, tradename or copyright agreements with any third parties. The completion of manufacture, sale or other disposition of Inventory by Secured Party following an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which Company is a party or to which such property is subject.

Representations Concerning the Collateral. Company represents and warrants: (a) its the Collateral (i) is owned solely by Company free and clear of all claims, liens, security interests and encumbrances (including without limitation any claims of infringement) except (A) those in Secured Party’s 's favor and (B) Permitted Encumbrances Liens and (ii) is not subject to any agree­ment agreement prohibiting the granting of a security interest or requiring notice of or consent to the granting of a security interest; (i) all Receivables (x) represent complete bona fide transactions with Customers in the ordinary course of the Company’s 's business which require no further act under any circumstances on Company’s 's part to make such Receivables payable by the Customers, (y) to the best of Company’s 's knowledge, are not subject to any present, future or contingent offsets, disputes or counterclaims, and (z) do not represent bill bxxx and hold sales, consignment saxxxsales, guaranteed sales, sale or return or other similar understandings or obligations of Company, (ii) to the best of the Company’s 's knowledge, there are no facts, events or occurrences which in any way impair the validity of any Receivable or enforcement thereof or tend to reduce the amount payable under any Receivables and (iii) the Company has no knowledge that any Customer is unable generally to pay its debts as they become due. (c) all Inventory is of good and merchantable quality, free from any defects. No Inventory is subject to any licensing, patent, royalty, trademark, tradename or copyright agreements with any third parties. The completion of manufacture, sale or other disposition of Inventory by Secured Party following an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which the Company is a party or to which such property is subject.

Representations Concerning the Collateral. Company represents and warrants: (a) its Collateral (i) is owned solely by Company free and clear of all claims, liens, security interests and encumbrances (including without limitation any claims of infringement) except (A) those in Secured Party’s favor and (B) Permitted Encumbrances and (ii) is not subject to any agree­ment prohibiting the granting of a security interest or requiring notice of or consent to the granting of a security interest; (i) all Receivables (x) represent complete bona fide transactions with Customers in the ordinary course of Company’s business which require no further act under any circumstances on Company’s part to make such Receivables payable by the Customers, (y) to the best of Company’s knowledge, are not subject to any present, future or contingent offsets, disputes or counterclaims, and (z) do not represent bill and hold sales, consignment saxxxsales, guaranteed sales, sale or return or other similar understandings or obligations obligatixxx of Company, (ii) to the best of Company’s knowledge, there are no facts, events or occurrences which in any way impair the validity of any Receivable or enforcement thereof or tend to reduce the amount payable under any Receivables and (iii) Company has no knowledge that any Customer is unable generally to pay its debts as they become due. (c) all Inventory is of good and merchantable quality, free from any defects. No Inventory is subject to any licensing, patent, royalty, trademark, tradename or copyright agreements with any third parties. The completion of manufacture, sale or other disposition of Inventory by Secured Party following an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which Company is a party or to which such property is subject.

Representations Concerning the Collateral. Company represents and warrants: (a) its Collateral (i) is owned solely by Company free and clear of all claims, liens, security interests and encumbrances (including without limitation any claims of infringement) except (A) those in Secured Party’s favor and (B) Permitted Encumbrances and (ii) is not subject to any agree­ment agreement prohibiting the granting of a security interest or requiring notice of or consent to the granting of a security interest; (i) all Receivables (x) represent complete bona fide transactions with Customers in the ordinary course of Company’s business which require no further act under any circumstances on Company’s part to make such Receivables payable by the Customers, (y) to the best of Company’s knowledge, are not subject to any present, future or contingent offsets, disputes or counterclaims, and (z) do not represent bill and hold sales, consignment saxxxsales, guaranteed sales, sale xxle or return or other similar understandings or obligations of Company, (ii) to the best of Company’s knowledge, there are no facts, events or occurrences which in any way impair the validity of any Receivable or enforcement thereof or tend to reduce the amount payable under any Receivables and (iii) Company has no knowledge that any Customer is unable generally to pay its debts as they become due. (c) all Inventory is of good and merchantable quality, free from any defects. No Inventory is subject to any licensing, patent, royalty, trademark, tradename or copyright agreements with any third parties. The completion of manufacture, sale or other disposition of Inventory by Secured Party following an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which Company is a party or to which such property is subject. (d) all deposit accounts and investment accounts of Company are set forth on Schedule 3(d).