Common use of Representations and Warranties with Respect to Accounts Clause in Contracts

Representations and Warranties with Respect to Accounts. With respect to each Account: (a) your principal place of business and your books and records relating to the Accounts are located at the address set forth at the end of this Agreement; (b) you are the sole owner of each Account, free and clear of all liens and encumbrances, and you will not assign, sell, transfer, pledge, grant a security interest in or encumber or otherwise dispose of or abandon any part or all of the Accounts; C you have made proper entries in your books disclosing the sale of Accounts to us; (d) each of your Account Debtors has legal capacity to contract and is indebted to you in the amount indicated in your books and records; (e) each Account is valid, legally enforceable, and represents a bona fide undisputed indebtedness; (f) no Account is subject to any valid defense, offset, counterclaim, allowance, or is contingent; (g) each Account Debtor is solvent, and each Account will be paid in full on or before its maturity date; (h) no agreement for any deduction or allowance of any kind exists or will be made by you; (I) all information appearing in your books and records relating to each Account is true and correct in all respects; and 0) all signatures and endorsements appearing on the invoices and documents relating to the Accounts are genuine, and all signatories and endorsers have full capacity and authority and were fully authorized to contract for the purchase of the goods and/or services giving rise to the Accounts.

Representations and Warranties with Respect to Accounts. With respect to each Account: (a) your principal place of business and your books and records relating to the Accounts are located at the address set forth at the end of this Agreement; (b) you are the sole owner of each AccountAccount and have the right to grant to us a lien on and security interest in the Accounts, and the Accounts are free and clear of all liens and encumbrancesencumbrances (including liens and encumbrances subordinate to our lien and security interest), except for those created by this Agreement or permitted by us in writing, and you will not assign, sell, transfer, pledge, grant a security interest in or encumber or otherwise dispose of or abandon any part or all of the Accounts; C (c) you have made proper entries in your books disclosing the sale grant of a security interest in Accounts to us; (d) each of your Account Debtors has legal capacity to contract and is indebted to you in the amount indicated in your books and records; (e) each Account is valid, legally enforceable, and represents a bona fide undisputed indebtedness; (f) no Account is subject to any valid defense, offset, counterclaim, allowance, counterclaim or allowance or is contingent; (g) each Account Debtor is solvent, and each Account will be paid in full on or before its maturity due date; (h) no agreement for any deduction or allowance of any kind exists or will be made by you; (Ii) all information appearing in your books and records relating to each Account is true and correct in all respects; and 0(j) all signatures and endorsements appearing on the invoices and documents relating to the Accounts are genuine, and all signatories and endorsers have full capacity and authority and were fully authorized to contract for the purchase or lease of the goods and/or services giving rise to the Accounts.

Representations and Warranties with Respect to Accounts. With ------------------------------------------------------- respect to each Account: (a) your principal place of business and your books and records relating to the Accounts are located at the address set forth at the end of this Agreement; (b) you are the sole owner of each AccountAccount and have the right to grant to us a EXHIBIT 10.15, Page 3 of 12 lien on and security interest in the Accounts, and the Accounts are free and clear of all liens and encumbrancesencumbrances (including liens and encumbrances subordinate to our lien and security interest), except for those created by this Agreement or permitted by us in writing, and you will not assign, sell, transfer, pledge, grant a security interest in or encumber or otherwise dispose of or abandon any part or all of the Accounts; C (c) you have made proper entries in your books disclosing the sale of Accounts to us; (d) each of your Account Debtors has legal capacity to contract and is indebted to you in the amount indicated in your books and records; (e) each Account is valid, legally enforceable, enforceable and represents a bona fide undisputed indebtedness; (f) no Account is subject to any valid defense, offset, counterclaim, allowance, counterclaim or allowance or is contingent; (g) each Account Debtor is solvent, and each Account will be paid in full on or before its maturity due date; (h) no agreement for any deduction or allowance of any kind exists or will be made by you; (Ii) all information appearing in your books and records relating to each Account is true and correct in all respects; and 0(j) all signatures and endorsements appearing on the invoices and documents relating to the Accounts are genuine, and all signatories and endorsers endorsees have full capacity and authority and were fully authorized to contract for the purchase or lease of the goods and/or services giving rise to the Accounts.