VALIDITY OF RECEIVABLES Clause Samples

VALIDITY OF RECEIVABLES. (a) each copy of each invoice is a true and genuine copy of the original invoice sent to the account debtor named therein and accurately evidences the transaction from which the underlying Receivable arose, and the date payment is due as stated on each Invoice or computed based on the information set forth on each such Invoice is correct; (b) all Chattel Paper, and all promissory notes, drafts, trade acceptances, and other instruments for the payment of money relating to or evidencing each Receivable, and each endorsement thereon, are true and genuine and in all respects what they purport to be, and are the valid and binding obligation of all parties thereto, and the date or dates stated on all such items as the date on which payment in whole or in part is due is correct; (c) all Inventory described in each Invoice has been delivered to the Account Debtor named in such Invoice or placed for such delivery in the possession of a carrier not owned or controlled directly or indirectly by Debtor; (d) all evidence of the delivery or shipment of Inventory is true and genuine; (e) all services to be performed by Debtor in connection with each Receivable have been performed by Debtor; and (f) all evidence of the performance of such services by Debtor is true and genuine.

VALIDITY OF RECEIVABLES. (a) Each Receivable (except for Receivables that constitute Ineligible Receivables under clause (ix) of such definition) is genuine and enforceable in accordance with its terms and represents an undisputed and bona fide indebtedness owing to Borrower or the applicable Loan Party by the Account Debtor obligated thereon; (b) there are no defenses, setoffs, or counterclaims against any Receivable (other than Receivables that individually or in the aggregate do not exceed $250,000 in value); (c) no payment has been received on any material portion of the Receivables, and no Receivable (other than Receivables that individually or in the aggregate do not exceed $250,000 in value) is subject to any Credit or Extension or agreements therefor unless, to the extent required by Item 17 of the Schedule, a Record specifying such payment, Credit, Extension, or agreement has been delivered to the Agent; (d) each copy of each Invoice, to the extent a copy of such Invoice is required by this Agreement to be delivered to Agent, is a true and genuine copy of the original Invoice sent to the Account Debtor named therein and accurately evidences the transaction from which the underlying Receivable arose, and the date payment is due as stated on each such Invoice or computed based on the information set forth on each such Invoice is correct; (e) all Chattel Paper, and all promissory notes, drafts, trade acceptances, and other instruments for the payment of money relating to or evidencing each Receivable, and each endorsement thereon, are true and genuine and in all respects what they purport to be, and are the valid and binding obligation of all parties thereto, and the date or dates stated on all such items as the date on which payment in whole or in part is due is correct; (f) all Inventory described in each Invoice has been delivered to the Account Debtor named in such Invoice or placed for such delivery in the possession of a carrier not owned or controlled directly or indirectly by Borrower or the applicable Loan Party; (g) all evidence of the delivery or shipment of Inventory is true and genuine in all material respects; (h) to the extent Receivable arises from the performance of services, all services to be performed by Borrower or the applicable Loan Party in connection with each such Receivable (other than Receivables that individually or in the aggregate do not exceed $250,000 in value) have been performed by Borrower or such Loan Party; and (i) all evidence of the pe...

VALIDITY OF RECEIVABLES. 4.4. INVENTORY...................................... 4.5.

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VALIDITY OF RECEIVABLES. Each account, document chattel paper, instrument and general intangible (collectively, "Receivable") constituting Collateral arises and will arise in the ordinary course of a Loan Party's business out of or in connection with the sale or lease of goods or the rendering of services and is and shall be a valid, legal and binding obligation of the party purported to be obligated thereon, enforceable in accordance with its terms and free of material setoffs, defenses or counterclaims. No Loan Party has any knowledge of any fact that would materially impair the validity or collectibility of any Receivable.

VALIDITY OF RECEIVABLES. (a) Each Receivable (other than Ineligible Receivables) owed to Debtor is genuine and enforceable in accordance with its terms and represents an undisputed and bona fide indebtedness owing to such Debtor by the Account Debtor obligated thereon arising in the ordinary course of business; and (b) to the best of Debtor's knowledge, there are no defenses, setoffs, or counterclaims against any Receivable (other than Ineligible Receivables) owed to either Debtor.

VALIDITY OF RECEIVABLES. (a) Except with respect to Receivables, the aggregate amount of which would not constitute a material percentage of all Receivables at any given time and Receivables the failure of which to satisfy the following requirements, would not have a material adverse effect on the value of the Collateral, each Receivable existing on the Closing Date is, and each future Receivable will be, at the time of its creation, a genuine obligation enforceable against the account debtor thereof in accordance with its terms, and represents an undisputed and bona fide indebtedness owing to Borrower by an account debtor, without defense, setoff or counterclaim, free and clear of all Liens other than the security interest in favor of the Agent under the Security Documents; and no payment has been received with respect to any Receivable and no Receivable is subject to any credit or extension or agreement therefor. (b) No Receivable is evidenced by any note, draft, trade acceptance or other instrument for the payment of money.