Common use of Inventory and Accounts Clause in Contracts

Inventory and Accounts. Except as disclosed in the written information provided to Lender by Borrowers under subsection 6.9 or otherwise disclosed to Lender in writing, with respect to all Inventory and Accounts: (i) Lender may rely upon all statements, warranties, or representations made in any Borrowing Base Certificate or other written report regarding Inventory and Accounts delivered hereunder by Borrowers in determining which items of Inventory or Accounts are to be deemed Eligible Inventory or Eligible Accounts, as the case may be; (ii) No Inventory or Account is subject to any Lien whatsoever, except for Liens of Lenders under the Collateral Documents and other Liens permitted hereunder; (iii) No such Inventory has been consigned to any Person; (iv) All Inventory has been produced in accordance with all applicable requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto; (v) All Inventory has been and shall be used in Borrowers' business and not for personal, family, household or farming use; (vi) Each Eligible Account represents a valid and legally enforceable indebtedness based upon an actual and bona fide sale and delivery of goods or rendition of services in the ordinary course of Borrowers' business which has been finally accepted by the Account Debtor and for which the Account Debtor is unconditionally liable to make payment of the amount stated in each invoice, document or instrument evidencing the Eligible Account in accordance with the terms thereof, without offset, defense or counterclaim and will be paid in full at maturity; (vii) All statements made and all unpaid balances appearing in the invoices, documents and instruments evidencing each Eligible Account are true and correct in all material respects and are in all material respects what they purport to be and, to the best of Borrowers' knowledge, all signatures and endorsements that appear thereon are genuine and all signatories and endorsers have full capacity to contract and each Account Debtor is solvent and financially able to pay in full the Eligible Account when it matures; (viii) None of the transactions underlying or giving rise to any Account violate any state or federal laws or regulations, and all documents relating to the Accounts are legally sufficient under such laws or regulations and are legally enforceable in accordance with their terms and all recording, filing and other requirements of giving public notice under any applicable law have been duly complied with; and (ix) All sales, excise and similar taxes relating to Accounts of Borrowers have been paid when due.

Inventory and Accounts. Except as disclosed in the written information provided to Lender by Borrowers under subsection 6.9 6.1(xx) or otherwise disclosed to Lender Agent in writing, with respect to all Inventory and Accounts: (i) Lender Agent may rely upon all statements, warranties, or representations made in any Borrowing Base Certificate or other written report regarding Inventory and Accounts delivered hereunder by Borrowers in determining which items of Inventory or Accounts are to be deemed Eligible Inventory or Eligible AccountsAccounts Receivable, as the case may be; (ii) No Inventory or Account is subject to any Lien whatsoever, except for Liens of Lenders under the Collateral Documents and other Liens permitted hereunder; (iii) No such Inventory has been consigned to any Person; (iv) All Inventory located in the United States of America has been produced in accordance with all applicable requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto; (v) All Inventory has been and shall be used in Borrowers' business and not for personal, family, household or farming use; (vi) Each Eligible Account Accounts Receivable represents a valid and legally enforceable indebtedness based upon an actual and bona fide sale and delivery of goods or rendition of services in the ordinary course of Borrowers' business which has been finally accepted by the Account Debtor account debtor and for which the Account Debtor account debtor is unconditionally liable to make payment of the amount stated in each invoice, document or instrument evidencing the Eligible Account Accounts Receivable in accordance with the terms thereof, without offset, defense or counterclaim and will be paid in full at maturity; (vii) All statements made and all unpaid balances appearing in the invoices, documents and instruments evidencing each Eligible Account Accounts Receivable are true and correct in all material respects and are in all material respects what they purport to be and, to the best of Borrowers' knowledge, all signatures and endorsements that appear thereon are genuine and all signatories and endorsers have full capacity to contract and each Account Debtor account debtor is solvent and financially able to pay in full the Eligible Account Accounts Receivable when it matures; (viii) None of the transactions underlying or giving rise to any Account violate any state or federal laws or regulations, and all documents relating to the Accounts are legally sufficient under such laws or regulations and are legally enforceable in accordance with their terms and all recording, filing and other requirements of giving public notice under any applicable law have been duly complied with; and (ix) All sales, excise and similar taxes relating to Accounts of Borrowers have been paid when due.

Inventory and Accounts. Except as disclosed in the written information provided to Lender Administrative Agent and Lenders by Borrowers under subsection 6.9 6.11 (which disclosure, in form and with detail satisfactory to Administrative Agent, may be made on the Borrowing Base Certificates delivered pursuant to subsection 6.11) or otherwise disclosed to Lender Administrative Agent in writing, with respect to all Inventory and Accounts: (i) Lender Administrative Agent may rely upon all statements, warranties, or representations made in any Borrowing Base Certificate or other written report regarding Inventory and Accounts delivered hereunder by Borrowers Company in determining which items of Inventory or Accounts are to be deemed Eligible Inventory or Eligible Accounts, as the case may be; (ii) No Inventory or Account is subject to any Lien whatsoever, except for Liens of Lenders under the Collateral Documents and other Liens permitted hereunder; (iii) No such Inventory has been consigned to any Person; (iv) All Inventory has been produced in accordance with all applicable requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto; (v) All Inventory has been and shall be used in Borrowers' the business of Holdings and its Subsidiaries and not for personal, family, household or farming use; (vi) Each Eligible Account represents a valid and legally enforceable indebtedness based upon an actual and bona fide sale and delivery of goods or rendition of services in the ordinary course of Borrowers' business of Borrowers which has been finally accepted by the Account Debtor and for which the Account Debtor is unconditionally liable to make payment of the amount stated in each invoice, document or instrument evidencing the Eligible Account in accordance with the terms thereof, without offset, defense or counterclaim and will be paid in full at maturity; (vii) All statements made and all unpaid balances appearing in the invoices, documents and instruments evidencing each Eligible Account are true and correct in all material respects and are in all material respects what they purport to be and, to the best of Borrowers' each 106 116 Borrower's knowledge, all signatures and endorsements that appear thereon are genuine and all signatories and endorsers have full capacity to contract and to the best knowledge of Holdings and its Subsidiaries as of the date of the issuance of the invoice relating to such Account, each Account Debtor is solvent and financially able to pay in full the Eligible Account when it matures; (viii) None of the transactions underlying or giving rise to any Account violate any state or federal laws or regulations, and all documents relating to the Accounts are legally sufficient under such laws or regulations and are legally enforceable in accordance with their terms and all recording, filing and other requirements of giving public notice under any applicable law have been duly complied with; and (ix) All sales, excise and similar taxes relating to Accounts of Borrowers Holdings and its Subsidiaries have been paid when due.