Common use of VALIDITY OF RECEIVABLES Clause in Contracts

VALIDITY OF RECEIVABLES. (a) Each Receivable is genuine and enforceable in accordance with its terms and represents an undisputed and bona fide indebtedness owing to Debtor by the Account Debtor obligated thereon; (b) there are no defenses, setoffs, or counterclaims against any Receivable; (c) no payment has been received on any Receivable, and no Receivable is subject to any Credit or Extension or agreements therefor unless written notice specifying such payment, Credit, Extension, or agreement has been delivered to Secured Party; (d) 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 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 Debtor; (g) all evidence of the delivery or shipment of Inventory is true and genuine; (h) all services to be performed by Debtor in connection with each Receivable have been performed by Debtor; and (i) 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 Debtor Borrower or the applicable Loan Party by the Account Debtor obligated thereon; (b) there are no defenses, setoffs, or counterclaims against any ReceivableReceivable (other than Receivables that individually or in the aggregate do not exceed $250,000 in value); (c) no payment has been received on any Receivablematerial 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 written notice unless, to the extent required by Item 17 of the Schedule, a Record specifying such payment, Credit, Extension, or agreement has been delivered to Secured Partythe 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 DebtorBorrower or the applicable Loan Party; (g) all evidence of the delivery or shipment of Inventory is true and genuinegenuine in all material respects; (h) to the extent Receivable arises from the performance of services, all services to be performed by Debtor 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 DebtorBorrower or such Loan Party; and (i) all evidence of the performance of such services by Debtor Borrower or such Loan Party is true and genuinegenuine in all material respects.

VALIDITY OF RECEIVABLES. (a) Each Receivable is genuine and enforceable in accordance with its terms and represents an undisputed and bona fide indebtedness owing to Debtor by the Account Debtor obligated thereon; (b) there are no defenses, setoffs, or counterclaims against any Receivable; (c) no payment has been received on any Receivable, Receivable and no Receivable is subject to any Credit or Extension or agreements therefor unless written notice specifying such payment, Credit, Extension, or agreement has been delivered to Secured Party; (d) 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 such Invoice or computed based on the information set forth on each such Invoice is correct; (e) all Chattel Paper, 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 indorsement 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 Debtor; (g) all evidence of the delivery or shipment of Inventory is true and genuine; (h) all services to be performed by Debtor in connection with each Receivable have has been performed by Debtor; and (i) all evidence of the performance of such services by Debtor is true and genuine.

VALIDITY OF RECEIVABLES. Except for exceptions to the second part of clause (a) Each and exceptions to clauses (b) and (f) which are identified and described in reasonable detail on the most recent Receivables Schedule delivered to Secured Party pursuant to Item 17 of the Schedule and, as to the first part of clause (a), except for unintentional billing errors which do not have a material adverse effect on the aggregate amount of Debtor's Receivables at any one time outstanding and which are promptly corrected by Debtor after it has knowledge of any such error (and Debtor hereby agrees to identify and describe in reasonable detail all such errors upon knowledge of the same on the Receivables Schedule next due to Agent pursuant to Item 17 of the Schedule), (a) each Receivable is genuine and enforceable in accordance with its terms and represents an undisputed and bona fide indebtedness owing to Debtor by the Account Debtor obligated thereon; (b) there are no defenses, setoffsset-offs, or counterclaims against any Receivable; (c) no payment has been received on any Receivable, and no Receivable is subject to any Credit or Extension or agreements therefor unless written notice specifying such payment, Credit, Extension, or agreement has been delivered to Secured Party; (d) 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 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 Debtor; (g) all evidence of the delivery or shipment of Inventory is true and genuine; (h) all services to be performed by Debtor in connection with each Receivable have been performed by Debtor; and (i) all evidence of the performance of such services by Debtor is true and genuine.

VALIDITY OF RECEIVABLES. (a) Each Receivable is genuine and enforceable in all respects in accordance with its terms and represents an undisputed and bona fide indebtedness owing to Debtor the applicable Borrower by the Account Debtor obligated thereon; (b) there are no defenses, setoffs, or counterclaims against any Receivable; (c) no unapplied payment has been received on any Receivable, and no Receivable is subject to any Credit credit or Extension extension or agreements therefor beyond the time permitted pursuant to this Agreement unless written notice specifying such payment, Creditcredit, Extensionextension, or agreement has been delivered to Secured Partythe applicable Collateral Agent; (d) each copy of each Invoice invoice is a true and genuine copy of the original Invoice invoice sent to the Account Debtor named therein and accurately evidences evidences, in all respects, the transaction from which the underlying Receivable arose, and the date payment is due as stated on each such Invoice invoice or computed based on the information set forth on each such Invoice is invoice is, in all respects, 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 invoice has, in all respects, 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 Debtorinvoice; (g) all evidence of the delivery or shipment of Inventory is true and genuine; (h) all services to be performed by Debtor a Borrower in connection with each Receivable of such Borrower have been performed by Debtorsuch Borrower; and (i) all evidence of the performance of such services by Debtor such Borrower is true and genuinegenuine in all respects.

VALIDITY OF RECEIVABLES. (a) Each Receivable is genuine and enforceable in accordance with its terms and represents an undisputed and bona fide indebtedness owing to Debtor by the Account Debtor obligated thereon; (b) there are no defenses, setoffs, or counterclaims against any ReceivableReceivable except as disclosed to Secured Party in writing; (c) no payment has been received on any Receivable, Receivable and no Receivable is subject to any Credit or Extension or agreements therefor unless written notice specifying such payment, Credit, Extension, or agreement has been delivered to Secured Party; (d) 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 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 indorsement 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 any 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; (g) all any evidence of the delivery or shipment of Inventory is true and genuine; (h) all services to be performed by Debtor in connection with each Receivable have been performed by Debtor; and (i) all evidence of the performance of such services by Debtor is true and genuine.