Common use of Inventory and Accounts Clause in Contracts

Inventory and Accounts. (a) Except as specifically disclosed on Schedule 6.24 hereto or as otherwise disclosed to and acknowledged by the Agent in writing, with respect to all Eligible Inventory: (i) such Inventory is located on the premises listed on the schedules attached to the Security Agreements or is Inventory in transit for sale in the ordinary course of business; (ii) no such Inventory is subject to any Lien or security interest whatsoever, except for the Liens and security interests of the Agent and those Liens and security interests permitted by Section 8.03; and (iii) except as specified in the Security Agreements or otherwise permitted by this Agreement, no such Inventory is on consignment or is now stored or shall at any time hereafter be stored with a bailee, warehouseman, or similar party. (b) With respect to all Eligible Accounts: (i) no transaction giving rise to such an Account violated or will violate any applicable federal, state or local law, rules or ordinances, the violation of which could reasonably be expected to have a Material Adverse Effect; (ii) except where required by statute, none of such Accounts is subject to terms prohibiting assignment or requires notice of or consent to such assignment; (iii) the Borrower or a Subsidiary is the lawful owner of such Accounts, free and clear of all Liens, except those in favor of the Agent and except those permitted by Section 8.03; and (iv) each of such Accounts represents a fully completed bona fide transaction which requires no further act on the Borrower's or any Subsidiary's part to make such Accounts payable by the Account Debtors, and such Accounts are not subject to any offsets or counterclaims and do not represent consignment sales, guaranteed sales, sale or return or other similar understandings or an obligation of any Affiliate of Borrower.

Inventory and Accounts. (a) Except as specifically disclosed on Schedule 6.24 hereto or as ------------- otherwise disclosed to and acknowledged by the Agent in writing, with respect to all Eligible Inventory: (i) such Inventory is located on the premises listed on the schedules attached to the Security Agreements or is Inventory in transit for sale in the ordinary course of business; (ii) no such Inventory is subject to any Lien or security interest whatsoever, except for the Liens and security interests of the Agent and those Liens and security interests permitted by Section 8.03; andand ------------ (iii) except as specified in the Security Agreements or otherwise permitted by this Agreement, no such Inventory is on consignment or is now stored or shall at any time hereafter be stored with a bailee, warehouseman, or similar party. (b) With respect to all Eligible Accounts: (i) no transaction giving rise to such an Account violated or will violate any applicable federal, state or local law, rules or ordinances, the violation of which could reasonably be expected to have a Material Adverse Effect; (ii) except where required by statute, none of such Accounts is subject to terms prohibiting assignment or requires notice of or consent to such assignment; (iii) the Borrower or a Subsidiary is the lawful owner of such Accounts, free and clear of all Liens, except those in favor of the Agent and except those permitted by Section 8.03; andand ------------ (iv) each of such Accounts represents a fully completed bona fide transaction which requires no further act on the Borrower's or any Subsidiary's part to make such Accounts payable by the Account Debtors, and such Accounts are not subject to any offsets or counterclaims and do not represent consignment sales, guaranteed sales, sale or return or other similar understandings or an obligation of any Affiliate of Borrower.