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

Representations and Warranties with Respect to Accounts. With respect to Accounts, except as otherwise disclosed by Borrower to Bank in writing, and except as would, individually or in the aggregate, have a Material Adverse Effect, Borrower warrants and represents to Bank that so long as this Agreement shall remain in effect and any Liabilities remain outstanding: (a) they are genuine, in all respects what they purport to be and are not evidenced by a judgment or a negotiable instrument; (b) they represent undisputed, bona fide transactions completed in accordance with the terms and provisions contained in the invoices and other documents delivered to Bank with respect thereto subject, however, to customary returns and disputed items arising in the ordinary course of business; (c) the amounts thereof, and/or all invoices and statements delivered to Bank with respect thereto, are actually and absolutely owing to Borrower and are not contingent for any reason; (d) there are no setoffs, counterclaims or disputes existing or asserted with respect thereto and Borrower has not made any agreement with any Obligor thereof for any deduction therefrom except a regular discount allowed by Borrower in the ordinary course of its business for prompt payment; (e) there are no facts, events or occurrences which in any way impair the validity or enforcement thereof or tend to reduce the amount payable thereunder from the amount thereof which may be shown on any invoices and statements delivered to Bank with respect thereto; (f) to Borrower's knowledge, all Obligors have the capacity to contract and are solvent; (g) the services furnished and/or goods sold giving rise thereto are not subject to any lien, claim, encumbrance or security interest except that of Bank; (h) Borrower has no knowledge of any fact or circumstance which would impair the validity or collectibility thereof; and (i) to the best of Borrower's knowledge, there are no proceedings or actions which are threatened or pending against any Obligor which might result in any material adverse change in its financial condition.

Representations and Warranties with Respect to Accounts. With respect to For each Account owned by each Borrower and properly reflected as “Eligible Accounts, except as otherwise disclosed by Borrower to Bank in writing, and except as would, individually or ” in the aggregatemost recent Borrowing Base Certificate delivered by the Borrower Representative to Agent, have a Material Adverse EffectBorrowers, Borrower warrants jointly and represents severally, represent and warrant to Bank Agent and each Lender that so long as this Agreement shall remain the following are true, correct and complete in effect and any Liabilities remain outstandingall material respects: (a) they are such Account is genuine, in all respects what they purport to be and are ; (b) such Account is not evidenced by a judgment or a negotiable instrumentpromissory note or similar instrument or agreement; (bc) they represent undisputed, it represents an undisputed bona fide transactions transaction completed in accordance with the terms and provisions contained in of the invoices and other documents delivered to Bank with respect thereto subject, however, to customary returns and disputed items arising purchase orders relating thereto; (d) the goods sold or services rendered which resulted in the ordinary course creation of businesssuch Account have been delivered or rendered to and accepted by the obligor; (ce) the amounts thereofshown on the Borrowing Base Certificate, and/or the books and records of the Borrowers and all invoices and statements delivered to Bank the Agent with respect thereto, thereto are actually and absolutely owing to a Borrower and are not contingent for any reasoncontingent; (df) no payments have been or will be made thereon except payments deposited to an account subject to Agent’s control; (g) there are no setoffsoffsets, counterclaims or disputes existing or asserted with respect thereto and no Borrower has not made any agreement with any Obligor thereof obligor for any deduction therefrom or discount of the sum payable thereunder except a regular discount discounts allowed by such Borrower in the ordinary course of its business for prompt paymentpayment which have been disclosed to the Agent; (eh) there are no facts, facts or events or occurrences which in any way impair the validity or enforcement enforceability thereof or tend to reduce the amount payable thereunder from the amount thereof which may be shown on any the Borrowing Base Certificate, such Borrower’s books and records and the invoices and statements delivered to Bank CDF with respect thereto; (fi) to Borrower's knowledge, all Obligors persons acting on behalf of Account Debtor thereon have the capacity authority to contract and are solventbind the obligor; (gj) the services furnished and/or goods sold or transferred giving rise thereto are not were not, immediately prior to such sale or transfer, subject to any lien, claim, encumbrance or security interest except which is superior to that of Bank; (h) Borrower has no knowledge Agent for the benefit of any fact or circumstance which would impair the validity or collectibility thereof; Lenders and (ik) to the best knowledge of Borrower's knowledgeBorrowers, there has been no material adverse change in the Account Debtor’s financial condition since the creation of the Account, and there are no proceedings or actions known to Borrowers which are threatened or pending against any Obligor obligor thereon which might result in any material adverse change in its such obligor’s financial condition.