Representations Regarding Accounts Clause Samples
The "Representations Regarding Accounts" clause serves to affirm that certain statements about financial accounts are accurate and complete as of a specified date. Typically, this clause requires one party to confirm details such as the existence, status, or balances of accounts, or the absence of undisclosed liabilities, often in the context of a sale, loan, or merger. Its core function is to provide assurance to the other party, reducing the risk of hidden issues and supporting informed decision-making in the transaction.
Representations Regarding Accounts. Except for Permitted Encumbrances, each Account (a) is a valid Account representing an undisputed, bona fide right to payment from the Account Debtor named therein for Goods sold or leased, Intellectual Property licensed, or for services rendered, whether or not such right to payment has been earned by performance; (b) is free and clear of any agreement wherein the Account Debtor may claim a deduction or discount; and (c) is free and clear of all set-offs or counterclaims.
Representations Regarding Accounts. The Borrowers make the following ---------------------------------- representations and warranties which shall be deemed to be incorporated by reference in each Notice of Revolving Credit Advance and shall be deemed repeated and confirmed with respect to each item of Collateral as it is created or otherwise acquired by the Borrowers.
A. Each Account Debtor named in an Eligible Account or on an invoice, to the best of the Borrowers' knowledge, is Solvent and will continue to be fully able to pay in full when due all Accounts on which the Account Debtor is obligated.
B. Each Eligible Account shall be a good and valid account representing an undisputed bona fide indebtedness incurred by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the satisfied terms of goods sold by the Borrowers, or work, labor and/or services therefor rendered by a Borrower.
C. No Eligible Account is or shall be subject to any defense, set off, counterclaim, discount or allowances except as may be stated in the copy of the invoice delivered to the Bank.
D. No note, trade acceptance, draft or other instrument or chattel paper has been or will be received with respect to merchandise giving rise to any Eligible Account unless the same is assigned and delivered to the Bank.
Representations Regarding Accounts. The Borrowers make the following representations and warranties which shall be deemed to be incorporated by reference in each Notice of Revolving Credit Advance and shall be deemed repeated and confirmed with respect to each item of the Accounts as it is created or otherwise acquired by the Borrowers.
A. Each Account Debtor named in an Eligible Account or on an invoice is, to the best of Borrowers' knowledge, Solvent and will continue to be fully able to pay in full when due all Accounts on which the Account Debtor is obligated in full when due.
B. Each Eligible Account shall be a good and valid account representing an undisputed bona fide indebtedness incurred or an amount indisputably owed by the Account Debtor therein named, for a fixed sum as set forth in the invoice relating thereto with respect to an absolute sale and delivery upon the specified terms of goods sold by the Borrowers, or work, labor and/or services theretofore rendered by the Borrowers.
C. No Eligible Account is or shall be subject to any defense, setoff, counterclaim, discount or allowances except as may be stated in the copy of the invoice delivered to the Agent.
D. No note, trade acceptance, draft or other instrument or chattel paper has been or will be received with respect to merchandise giving rise to any Eligible Account unless the same is assigned and delivered to the Agent.
E. There has been no material change in credit criteria or collection policies concerning Accounts of the Borrowers since October 30, 1995.
F. A Borrowers shall be the sole owner, free and clear of all Liens except in favor of the Agent or otherwise permitted hereunder, of and fully authorized to sell, transfer, pledge and/or grant a security interest in each and every item of Collateral owned by it;
G. To the best of Borrowers' knowledge, none of the transactions underlying or giving rise to any Eligible Accounts shall violate any applicable state or federal laws or regulations, and all documents relating to any Accounts shall be legally sufficient under such laws or regula- tions and shall be legally enforceable in accordance with their terms, subject, as to enforceability, to the effect of applicable Debtor Laws.
H. All documents and agreements relating to Eligible Accounts shall be true and correct and in all respects what they purport to be.
I. To the best of Borrowers' knowledge, all signatures and endorsements that appear on all documents and agreements relating to Eligible Accounts shall be genuine ...
Representations Regarding Accounts. Each Eligible Account used for purposes of calculating the Borrowing Base, represents an undisputed, bona fide indebtedness incurred by the Account Debtor named therein, for merchandise held subject to delivery instructions or theretofore shipped or delivered pursuant to a contract of sale, lease, or rental, or for services theretofore performed by Borrower with or for said Account Debtor; there are no set-offs, counterclaims, or disputes against any such Eligible Account except as indicated in some written list, statement, or invoice furnished to Bank with reference thereto; and Borrower is duly authorized to subject the same to a security interest in favor of Bank. If any Account shall be in violation of any one or more of the warranties expressed in this subsection, or otherwise does not meet the requirements of an Eligible Account as defined herein, it shall not be deemed an Eligible Account for purposes of this Agreement;
Representations Regarding Accounts. Borrowers represent and warrant to Administrative Agent and the Lenders that, with respect to each Account that:
(a) Each Account that has been identified by Borrowers on a Borrowing Base Report as an Eligible Account satisfies each of the conditions of an Eligible Account, and if such Account is an obligation pursuant to an Acceptable Rental Agreement, the Inventory Supplier with respect to the underlying Vendor Lease, if any, has entered into an Inventory Subordination Agreement as required by clause (t) in the definition of “Eligible Accounts” (or Administrative Agent has consented in writing to not require an Inventory Subordination Agreement with respect to such Inventory Supplier as set forth in clause (t) in the definition of “Eligible Accounts”);
(b) All information relating to such Account that has been delivered to Administrative Agent is true and correct in all material respects. With respect to each such Account that has been billed, the corresponding Borrower has delivered to the Payor all requested supporting claim documents and all information set forth in the ▇▇▇▇ and supporting claim documents is true, complete and correct in all material respects;
(c) There is no Lien or adverse claim (other than Permitted Liens) in favor of any third party, nor any filing against any Borrower, as debtor, covering or purporting to cover any interest in any Account;
(d) Such Account is (i) owed by the Payor identified by Borrowers as being obligated to pay such Account in an amount not less than such Account’s Estimated Net Value and is recognized by such Payor as an obligation of such Payor, (ii) the legally enforceable obligation of such Payor and (iii) an account receivable or related general intangible within the meaning of the UCC, or is a right to payment under a policy of insurance or proceeds thereof, and is not evidenced by any instrument or chattel paper (other than Acceptable Rental Agreements). There is no payor other than the Payor identified by Borrowers as the payor primarily liable on such Account;
(e) The services constituting the basis of such Account (i) were determined by the patient’s physician to be medically necessary for the patient, (ii) at the time such services were rendered, all such services were fully covered by the insurance policy or contract obligating the applicable Payor to make payment with respect to such Account (and the corresponding Borrower has verified such determination) and (iii) the patient received such service...
Representations Regarding Accounts. Each Company represents and warrants to the Agent and the Lenders that:
(a) each Trade Account Receivable is based on an actual and bona fide rendition of services to customers, made by the Companies in the ordinary course of their business;
(b) the invoices evidencing such Trade Accounts Receivable are in the name of the Companies; and
(c) the customers of the Companies have accepted the services, owe and are obligated to pay the full amounts stated in the invoices according to their terms, without dispute, offset, defense, counterclaim or contra, except for (i) disputes, offsets, defenses, counterclaims or contras that involve amounts that are (a) not greater than $200,000 for AT&T and (b) not greater than $50,000 with respect to all other Accounts in the aggregate; provided, that the exact amount of dispute, offset, defense, counterclaim and contra shall be included in each borrowing base certificate if any such Trade Account Receivable is to be included in the Borrowing Base, and (ii) disputes and other matters arising in the ordinary course of business of which the Companies have notified the Agent pursuant to Section 7.2(g) hereof; and
Representations Regarding Accounts. The Company represents and warrants to the Agent and the Lenders that:
(a) each Account is based on an actual and bona fide sale and delivery of Inventory or rendition of services to customers, made by the Originators in the ordinary course of their businesses;
(b) the Accounts are the exclusive property of the Company and are not subject to any lien, consignment arrangement, encumbrance, security interest or financing statement whatsoever, except Permitted Liens;
(c) the invoices evidencing such Accounts are in the name of the Originators;