Common use of Representations Regarding Accounts and Inventory Clause in Contracts

Representations Regarding Accounts and Inventory. The Companies represent and warrant to the Agent and the Lenders that: (a) each Trade Account Receivable is based on an actual and bona fide sale and delivery of Inventory or rendition of services to customers, made by the Companies in the ordinary course of their business; (b) the Inventory being sold and the Trade Accounts Receivable created by such sales are the exclusive property of the Companies and are not subject to any lien, encumbrance, security interest or financing statement whatsoever, other than Permitted Encumbrances; (c) the invoices evidencing such Trade Accounts Receivable are in the name of the Companies; (d) the customers of the Companies have accepted the Inventory or services, and 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 in each case for 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; (e) the Companies Inventory, except as written down or reserved against in accordance with generally accepted accounting principles and the Companies’ customary practices, is marketable in the ordinary course of the Companies’ businesses, and no Inventory has been produced in violation of the Fair Labor Standards Act (29 U.S.C. §201 et seq.), as amended; and (f) neither any Eligible Inventory nor any Eligible Accounts Receivable are subject to any consignment arrangement.

Representations Regarding Accounts and Inventory. The Companies represent and warrant to the Agent and the Lenders that: (a) each Trade Account Receivable is based on an actual and bona fide sale and delivery of Inventory or rendition of services to customers, made by the Companies in the ordinary course of their business; (b) the Inventory being sold and the Trade Accounts Receivable created by such sales are the exclusive property of the Companies and are not subject to any lien, consignment arrangement, encumbrance, security interest or financing statement whatsoever, other than Permitted Encumbrances; (c) the invoices evidencing such Trade Accounts Receivable are in the name of the Companies; (d) the customers of the Companies have accepted the Inventory or services, and 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 in each case for disputes and other matters arising in the ordinary course of business of which the Companies are required to notify, and have notified so notified, the Agent pursuant to Section 7.2(g) hereof;; and (e) the Companies Inventory, except as written down or reserved against in accordance with generally accepted accounting principles and the Companies’ customary practices, Inventory is marketable in the ordinary course of the Companies’ businesses, and no Inventory has been produced in violation of the Fair Labor Standards Act (29 U.S.C. §201 et seq.), as amended; and (f) neither any Eligible Inventory nor any Eligible Accounts Receivable are subject to any consignment arrangement.

Representations Regarding Accounts and Inventory. The Companies represent Each Borrower represents and warrant warrants to the Agent and the Lenders that: (a) each Trade Account Receivable is based on an actual and bona fide sale and delivery of Inventory or rendition of services to customers, made by the Companies such Borrower in the ordinary course of their its business; (b) the Inventory being sold and the Trade Accounts Receivable created by such sales are the exclusive property of the Companies such Borrower and are not subject to any lien, encumbrance, security interest or financing statement whatsoever, other than Permitted Encumbrances; (c) the invoices evidencing such Trade Accounts Receivable are in the name of the Companiessuch Borrower; (d) the customers of the Companies such Borrower have accepted the Inventory or services, and 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 in each case for (i) insignificant disputes and other such matters arising in the ordinary course of business and (ii) significant disputes and other such matters of which the Companies have such Borrower has notified the Agent pursuant to Section 7.2(g) hereof;; and (e) the Companies Inventory, except as written down or reserved against in accordance with generally accepted accounting principles and the Companies’ customary practices, such Borrower’s Inventory is marketable in the ordinary course of the Companies’ businessessuch Borrower’s business, and no Inventory has been produced in violation of the Fair Labor Standards Act (29 U.S.C. §201 et seq.), as amended; and (f) neither any Eligible Inventory nor any Eligible Accounts Receivable are subject to any consignment arrangement.

Representations Regarding Accounts and Inventory. The Companies represent Company represents and warrant warrants to the Agent and the Lenders CIT that: (a) each Trade Account Receivable is based on an actual and bona fide sale and delivery of Inventory or rendition of services to customers, made by the Companies Company in the ordinary course of their its business; (b) the Inventory being sold and the Trade Accounts Receivable created by such sales are the exclusive property of the Companies Company and are not subject to any lien, consignment arrangement, encumbrance, security interest or financing statement whatsoever, other than Permitted Encumbrances; (c) the invoices evidencing such Trade Accounts Receivable are in the name of the CompaniesCompany; (d) the customers of the Companies Company have accepted the Inventory or services, and 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 in each case for disputes and other matters arising in the ordinary course of business of which the Companies have Company has notified the Agent CIT pursuant to Section 7.2(g) hereof;; and (e) the Companies Inventory, except as written down or reserved against in accordance with generally accepted accounting principles and the Companies’ customary practices, Company's Inventory is marketable in the ordinary course of the Companies’ businessesCompany's business, and no Inventory has been produced in violation of the Fair Labor Standards Act (29 U.S.C. §Section 201 et seq.), as amended; and (f) neither any Eligible Inventory nor any Eligible Accounts Receivable are subject to any consignment arrangement.

Representations Regarding Accounts and Inventory. The Companies represent and warrant to the Agent and the Lenders that: (a) each Trade Account Receivable is based on an actual and bona fide sale and delivery of Inventory or rendition of services to customers, made by the Companies in the ordinary course of their business; (b) the Inventory being sold and the Trade Accounts Receivable created by such sales are the exclusive property of the Companies and are not subject to any lien, consignment arrangement, encumbrance, security interest or financing statement whatsoever, other than Permitted Encumbrances; (c) the invoices evidencing such Trade Accounts Receivable are in the name of the Companies; (d) the customers of the Companies have accepted the Inventory or services, and 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 in each case for 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 (e) the Companies Inventory, except as written down or reserved against in accordance with generally accepted accounting principles and the Companies’ ' customary practices, is marketable in the ordinary course of the Companies’ ' businesses, and no Inventory has been produced in violation of the Fair Labor Standards Act (29 U.S.C. §201 ss.201 et seq.), as amended; and (f) neither any Eligible Inventory nor any Eligible Accounts Receivable are subject to any consignment arrangement.

Representations Regarding Accounts and Inventory. The Companies represent Company represents and warrant warrants to the Agent and the Lenders CIT that: (a) each Trade Account Receivable is based on an actual and bona fide sale and delivery of Inventory or rendition of services to customers, made by the Companies Company in the ordinary course of their its business; (b) the Inventory being sold and the Trade Accounts Receivable created by such sales are the exclusive property of the Companies Company and are not subject to any lien, consignment arrangement (other than a Qualified Consignment), encumbrance, security interest or financing statement whatsoever, other than Permitted Encumbrances; (c) the invoices evidencing such Trade Accounts Receivable are in the name of the CompaniesCompany; (d) with respect to Trade Accounts Receivable the customers of the Companies Company have accepted the Inventory or services, and 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 in each case for disputes and other matters arising in the ordinary course of business of which the Companies have Company has notified the Agent CIT pursuant to Section 7.2(g) hereof;hereof within the time required thereby; and (e) the Companies Inventory, except as written down or reserved against in accordance with generally accepted accounting principles and the Companies’ customary practices, Company’s Inventory is marketable in the ordinary course of the Companies’ businessesCompany’s business, and no Inventory has been produced in violation of the Fair Labor Standards Act (29 U.S.C. §201 et seq.), as amended; and (f) neither any Eligible Inventory nor any Eligible Accounts Receivable are subject to any consignment arrangement.

Representations Regarding Accounts and Inventory. The Companies represent Each Company represents and warrant warrants to the Agent and the Lenders that: (a) each Trade Account Receivable of such Company is based on an actual and bona fide sale and delivery of Inventory or rendition of services to customers, made by the Companies such Company in the ordinary course of their its business; (b) the Inventory being sold and the Trade Accounts Receivable created by such sales are the exclusive property of the Companies such Company and are not subject to any lien, consignment arrangement, encumbrance, security interest or financing statement whatsoever, other than Permitted Encumbrances; (c) the invoices evidencing such Trade Accounts Receivable are in the name of the Companiessuch Company; (d) the customers of the Companies such Company have accepted the Inventory or services, and 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 in each case for disputes and other matters arising in the ordinary course of business of which the Companies have such Company has notified the Agent pursuant to Section 7.2(g) hereof;; and (e) the Companies Inventory, except as written down or reserved against in accordance with generally accepted accounting principles and the Companies’ customary practices, such Company's Inventory is marketable in the ordinary course of the Companies’ businessessuch Company's business, and no Inventory has been produced in violation of the Fair Labor Standards Act (29 U.S.C. §201 ss.201 et seq.), as amended; and (f) neither any Eligible Inventory nor any Eligible Accounts Receivable are subject to any consignment arrangement.

Representations Regarding Accounts and Inventory. The Companies -------------------------------------------------- represent and warrant to the Agent and the Lenders CIT that: (a) each Trade Account Receivable is based on an actual and bona fide sale and delivery of Inventory or rendition of services to customers, made by the Companies in the ordinary course of their business; (b) the Inventory being sold and the Trade Accounts Receivable created by such sales are the exclusive property of the Companies and are not subject to any lien, consignment arrangement, encumbrance, security interest or financing statement whatsoever, other than Permitted Encumbrances; (c) the invoices evidencing such Trade Accounts Receivable are in the name of the Companies; (d) the customers of the Companies have accepted the Inventory or servicesservices giving rise to any Trade Account Receivable have been shipped or rendered, as the case may be, and the customers therefor 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 in each case for disputes and other matters arising in the ordinary course of business of which the Companies have notified the Agent CIT pursuant to Section 7.2(g) hereof;; and (e) the Companies Inventory, except as written down or reserved against in accordance with generally accepted accounting principles and the Companies’ customary practices, ' Inventory is marketable in the ordinary course of the Companies’ ' businesses, and no Inventory has been produced in violation of the Fair Labor Standards Act (29 U.S.C. §201 ss.201 et seq.), as amended; and (f) neither any Eligible Inventory nor any Eligible Accounts Receivable are subject to any consignment arrangement.

Representations Regarding Accounts and Inventory. The Companies represent Company represents and warrant warrants to the Agent and the Lenders CIT that: (a) each Trade Account Receivable is based on an actual and bona fide sale and delivery of Inventory or Inventory, rendition of services or license of intellectual property to customers, made by the Companies Company in the ordinary course of their its business; (b) the Inventory being sold and the Trade Accounts Receivable created by such sales are the exclusive property of the Companies Company and are not subject to any lien, consignment arrangement, encumbrance, security interest or financing statement whatsoever, other than Permitted Encumbrances; (c) the invoices evidencing such Trade Accounts Receivable are in the name of the CompaniesCompany or Norco Restaurant Services, a division of the Company; (d) the customers of the Companies Company have accepted the Inventory or services, and 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 in each case for disputes and other matters matters, including immaterial adjustments and discounts, arising in the ordinary course of business of which the Companies have Company has notified the Agent CIT pursuant to Section 7.2(g) hereof;; and (e) the Companies Inventory, except as written down or reserved against in accordance with generally accepted accounting principles and the Companies’ customary practices, Company’s Inventory is marketable in the ordinary course of the Companies’ businessesCompany’s business, and no Inventory has been produced in violation of the Fair Labor Standards Act (29 U.S.C. §201 et seq.), as amended; and (f) neither any Eligible Inventory nor any Eligible Accounts Receivable are subject to any consignment arrangement.