Common use of Representations Relating to Accounts Clause in Contracts

Representations Relating to Accounts. Each Obligor hereby represents and warrants that (a) each Account of such Obligor is based on an actual and bona fide sale and delivery of goods or rendition of services to customers, made by such Obligor in the ordinary course of its business; (b) the goods and inventory being sold and the Accounts created are the exclusive property of such Obligor and are not and shall not be subject to any lien, consignment arrangement, encumbrance, security interest or financing statement whatsoever, other than the Permitted Encumbrances; (c) the invoices evidencing such Accounts are in the name of such Obligor; and (d) the customers of such Obligor have accepted the goods or 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 disputes and other matters arising in the ordinary course of business of which such Obligor has advised the Agent pursuant to Section 3.07. Each Obligor confirms to the Lenders that any and all taxes or fees relating to its business, its sales, the Accounts of such Obligor or goods relating thereto, are its sole responsibility and that same will be paid by such Obligor or when due and that none of said taxes or fees represent a lien on or claim against the Accounts. Each Obligor also warrants and represents that it is a duly and validly existing corporation and is qualified in all states and provinces where the failure to so qualify would have an adverse effect on the business of such Obligor or the ability of such Obligor to enforce collection of Accounts due from customers residing in such locations. Each Obligor agrees to maintain such books and records regarding Accounts as the Agent may reasonably require and agrees that the books and records of such Obligor will reflect the Lenders' interest in the Accounts of such Obligor. All of the books and records of such Obligor will be available to the Agent and the Lenders at normal business hours, including any records handled or maintained for such Obligor by any other company or entity.

Representations Relating to Accounts. Each Obligor hereby represents and warrants that (a) each Account of such Obligor is based on an actual and bona fide sale and delivery of goods or rendition of services to customers, made by such Obligor in the ordinary course of its business; (b) the goods and inventory being sold and the Accounts created are the exclusive property of such Obligor and are not and shall not be subject to any lienLien, consignment arrangement, encumbrance, security interest or financing statement whatsoever, other than the Permitted Encumbrances; (c) the invoices evidencing such Accounts are in the name of such Obligor; and (d) the customers of such Obligor have accepted the goods or 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 disputes and other matters arising in the ordinary course of business of which such Obligor has advised the Agent pursuant to Section 3.07. Each Obligor confirms to the Lenders that any and all taxes or fees relating to its business, its sales, the Accounts of such Obligor or goods relating thereto, are its sole responsibility and that same will be paid by such Obligor or when due and that none of said taxes or fees represent a lien on or claim against the Accounts. Each Obligor also warrants and represents that it is a duly and validly existing corporation or limited liability company and is qualified in all states and provinces where the failure to so qualify would have an adverse effect on the business of such Obligor or the ability of such Obligor to enforce collection of Accounts due from customers residing in such locations. Each Obligor agrees to maintain such books and records regarding Accounts as the Agent may reasonably require and agrees that the books and records of such Obligor will reflect the Lenders' interest in the Accounts of such Obligor. All of the books and records of such Obligor will be available to the Agent and the Lenders at normal business hours, including any records handled or maintained for such Obligor by any other company or entity.

Representations Relating to Accounts. Each Obligor hereby represents and warrants that (a) each Account of such Obligor is based on an actual and bona fide sale and delivery of goods or rendition of services to customers, made by such Obligor in the ordinary course of its business; (b) the goods and inventory being sold and the Accounts created are the exclusive property of such Obligor and are not and shall not be subject to any lienLien, consignment arrangement, encumbrance, security interest or financing statement whatsoever, other than the Permitted Encumbrances; (c) the invoices evidencing such Accounts are in the name of such Obligor; and (d) the customers of such Obligor have accepted the goods or 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 disputes and other matters arising in the ordinary course of business of which such Obligor has advised the Agent pursuant to Section 3.07. Each Obligor confirms to the Lenders that any and all taxes or fees relating to its business, its sales, the Accounts of such Obligor or goods relating thereto, are its sole responsibility and that same will be paid by such Obligor or when due and that none of said taxes or fees represent a lien on or claim against the Accounts. Each Obligor also warrants and represents that it is a duly and validly existing corporation or limited liability company and is qualified in all states and provinces where the failure to so qualify would have an adverse effect on the business of such Obligor or the ability of such Obligor to enforce collection of Accounts due from customers residing in such locations. Each Obligor agrees to maintain such books and records regarding Accounts as the Agent may reasonably require and agrees that the books and records of such Obligor will reflect the Lenders' ’ interest in the Accounts of such Obligor. All of the books and records of such Obligor will be available to the Agent and the Lenders at normal business hours, including any records handled or maintained for such Obligor by any other company or entity.