Representations Regarding Accounts Sample Clauses

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, for 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.
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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.
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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 ...
Sample 1
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;
Sample 1
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
Sample 1
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 xxxx 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...
Sample 1
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;
Sample 1
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Related to Representations Regarding Accounts

  • General Provisions Regarding Accounts (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts shall be invested by the Indenture Trustee at the written direction of the Servicer in Permitted Investments as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement. All income or other gain (net of losses and investment expenses) from investments of monies deposited in the Trust Accounts shall be withdrawn by the Indenture Trustee from such accounts and distributed (but only under the circumstances set forth in the Sale and Servicing Agreement) as provided in Sections 4.1 and 4.7 of the Sale and Servicing Agreement. The Servicer shall not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Trust Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect. (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Permitted Investment included therein, except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Servicer shall have failed to give written investment directions for any funds on deposit in the Trust Accounts to the Indenture Trustee by 11:00 A.M. (New York City time) (or such other time as may be agreed upon by the Issuer and Indenture Trustee), on the Business Day preceding each Distribution Date, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared immediately due and payable pursuant to Section 5.2 or (iii) the Notes shall have been declared immediately due and payable following an Event of Default, amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.4 as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments.

  • Financial Institution’s Representations and Warranties The Financial Institution represents and warrants to the Grantor and the Secured Party as follows:

  • Representations Respecting Sub-Adviser The Manager agrees that neither the Manager, nor affiliated persons of the Manager, shall give any information or make any representations or statements in connection with the sale of shares of the Series concerning the Sub-Adviser or the Series other than the information or representations contained in the Registration Statement, prospectus, or statement of additional information for the Trust’s shares, as they may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved in advance by the Sub-Adviser, except with the prior permission of the Sub-Adviser.

  • Expectations Regarding Advance Notices Within ten (10) days after the commencement of each calendar quarter occurring subsequent to the commencement of the Commitment Period, the Company must notify the Investor, in writing, as to its reasonable expectations as to the dollar amount it intends to raise during such calendar quarter, if any, through the issuance of Advance Notices. Such notification shall constitute only the Company's good faith estimate and shall in no way obligate the Company to raise such amount, or any amount, or otherwise limit its ability to deliver Advance Notices. The failure by the Company to comply with this provision can be cured by the Company's notifying the Investor, in writing, at any time as to its reasonable expectations with respect to the current calendar quarter.

  • Directions Regarding Periodic Payments As registered owner of the Funding Agreement and the Guarantee as collateral securing payments on the Notes, the Indenture Trustee will receive payments on the Funding Agreement and the Guarantee on behalf of the Trust. The Trust hereby directs the Indenture Trustee to use such funds to make payments on behalf of the Trust pursuant to the Trust Agreement and the Indenture.

  • Representations Remain True The Assuming Institution represents and warrants that it has executed and delivered to the Corporation a Purchaser Eligibility Certification and Confidentiality Agreement and that all information provided and representations made by or on behalf of the Assuming Institution in connection with this Agreement and the transactions contemplated hereby, including, but not limited to, the Purchaser Eligibility Certification and Confidentiality Agreement (which are affirmed and ratified hereby) are and remain true and correct in all material respects and do not fail to state any fact required to make the information contained therein not misleading.

  • Representations and Warranties Regarding Individual Mortgage Loans The Seller hereby represents and warrants to the Purchaser that, as to each Mortgage Loan, as of the related Closing Date for such Mortgage Loan:

  • Representations and Warranties Regarding the Contract Files Seller represents and warrants as of the execution and delivery of this Agreement and as of the Closing Date, in the case of the Initial Contracts, and as of the applicable Subsequent Transfer Date, in the case of Subsequent Contracts, that:

  • Representation Regarding Contingent Fees The Firm represents that it has not retained a person to solicit or secure a State contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except as disclosed in the contractor’s bid or proposal (if applicable).

  • Ratifications Representations and Warranties (a) The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Agreement are ratified and confirmed and shall continue in full force and effect. Borrower and the Banks agree that the Credit Agreement, as amended hereby, shall continue to be legal, valid, binding and enforceable in accordance with its terms. (b) To induce the Banks to enter into this Amendment, the Borrower ratifies and confirms each representation and warranty set forth in the Credit Agreement as if such representations and warranties were made on the even date herewith, and further represents and warrants (i) that there has occurred since the date of the last financial statements delivered to the Banks no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect, (ii) that no Event of Default exists on the date hereof, and (iii) that the Borrower is fully authorized to enter into this Amendment. THE BORROWER ACKNOWLEDGES THAT THE CREDIT AGREEMENT PROVIDES FOR A CREDIT FACILITY THAT IS COMPLETELY DISCRETIONARY ON THE PART OF THE BANKS AND THAT THE BANKS HAVE ABSOLUTELY NO DUTY OR OBLIGATION TO ADVANCE ANY REVOLVING LOAN OR TO ISSUE ANY LETTER OF CREDIT. THE BORROWER REPRESENTS AND WARRANTS TO THE BANKS THAT THE BORROWER IS AWARE OF THE RISKS ASSOCIATED WITH CONDUCTING BUSINESS UTILIZING AN UNCOMMITTED FACILITY.

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