Eligible Inventory means and include Inventory, excluding work in process, with respect to each Borrower, valued at the lower of cost or market value, determined on a first-in, first-out basis, which is not obsolete, slow moving or unmerchantable as determined by Agent in its Permitted Discretion and which Inventory, based on such considerations as Agent may from time to time deem appropriate in its Permitted Discretion including whether the Inventory is subject to a perfected, first priority security interest in favor of Agent and no other Lien (other than a Permitted Encumbrance). Notwithstanding anything herein to the contrary, no Inventory shall be Eligible Inventory to the extent such Inventory was acquired by a Borrower pursuant to an entity creation under Section 7.12 or a Permitted Acquisition, unless Agent has (i) completed field examinations with respect to such Inventory, the results of which are satisfactory in form and substance to Agent in its Permitted Discretion or (ii) waived such restriction in its Permitted Discretion. In addition, Inventory shall not be Eligible Inventory if it: (a) does not conform in all material respects to all standards imposed by any Governmental Body which has regulatory authority over such goods or the use or sale thereof; (b) is in transit (other than between one or more locations where Borrowers are permitted hereunder to maintain or store Inventory and such location is the subject of a Lien Waiver Agreement or a Processor’s Agreement, as applicable, unless such location is owned by Borrower); (c) is located outside the continental United States or at a location that is not otherwise in compliance with this Agreement; (d) constitutes Consigned Inventory (other than Consigned Inventory that is subject to a warehouseman’s waiver in form and substance satisfactory to Agent); (e) is the subject of an Intellectual Property Claim; (f) is subject to a License Agreement that limits, conditions or restricts the applicable Borrower’s or Agent’s right to sell or otherwise dispose of such Inventory, unless Agent is a party to a Licensor/Agent Agreement with the Licensor under such License Agreement (or Agent shall agree otherwise in its Permitted Discretion after establishing reserves against the Formula Amount with respect thereto as Agent shall deem appropriate in its Permitted Discretion); (g) at any time following seventy-five (75) days after the Closing Date (or such later date agreed to by Agent), is situated at a location not owned by...
Eligible Inventory means, at any time, the Inventory of a Borrower which the Administrative Agent determines in its Permitted Discretion is eligible as the basis for the extension of Revolving Loans and Swingline Loans and the issuance of Letters of Credit. Without limiting the Administrative Agent’s discretion provided herein, Eligible Inventory of a Borrower shall not include any Inventory:
Eligible Inventory means Inventory which Silicon, in its good faith business judgment, deems eligible for borrowing. Without limiting the fact that the determination of which Inventory is eligible for borrowing is a matter of Silicon's good faith business judgment, the requirements in the remainder of this definition are the minimum requirements for Inventory to be Eligible Inventory: the Inventory must (i) consist of finished goods *, in good, new and salable condition, not be perishable, not be obsolete or unmerchantable, and not be comprised of work in process, packaging materials or supplies; (ii) meet all applicable governmental standards; (iii) have been manufactured in compliance with the Fair Labor Standards Act; (iv) conform in all respects to the warranties and representations set forth in this Agreement; (v) be at all times subject to Silicon's duly perfected, first priority security interest; and (vi) be situated at Borrower's Address or at one of **. * OR RAW MATERIALS ** BORROWER'S LOCATIONS SET FORTH IN THE REPRESENTATIONS (OR (y) AT A THIRD-PARTY LOCATION SET FORTH IN THE REPRESENTATIONS IF AND TO THE EXTENT THE INVENTORY LOCATED AT SUCH THIRD-PARTY LOCATION IS SUBJECT TO A BAILEE AGREEMENT, IN FORM AND SUBSTANCE SATISFACTORY TO SILICON IN ITS GOOD FAITH BUSINESS JUDGMENT, BY THE APPLICABLE THIRD PARTY IN FAVOR OF SILICON, OR (z) AT SUCH OTHER LOCATION(s), IF ANY, THAT SILICON APPROVES IN ITS GOOD FAITH BUSINESS JUDGMENT)
Examples of Eligible Inventory in a sentence
In connection with any field examination or inspection with respect to Eligible Inventory, Administrative Agent shall be provided information maintained in any applicable Warehouse Operating System to such extent as determined by Administrative Agent to be adequate to confirm compliance with respect to the requirements set forth in Section 6.16.
The Bank shall have the right from time to time, in its sole discretion, to amend, substitute or modify the percentages set forth in the definition of Borrowing Base and the definition of Eligible Accounts, Eligible Inventory and the form of Borrowing Base Certificate.
As of the date of any Borrowing Base Certificate, all Inventory included in the calculation of Eligible Inventory on such Borrowing Base Certificate satisfy all requirements of an “Eligible Inventory” hereunder.
In no event shall Reserves or adjustments to eligibility criteria duplicate Reserves or adjustments already accounted for in determining eligibility criteria under the definitions of Eligible Accounts, Eligible Contracts In Transit, Eligible Equipment, and Eligible Inventory.
The Administrative Agent alone shall be authorized to determine whether any Accounts or Inventory constitute Eligible Accounts or Eligible Inventory, or whether to impose or release any Reserve, or whether any conditions to funding any Loan or to issuance of a Letter of Credit have been satisfied, which determinations and judgments, if exercised in good faith, shall exonerate Administrative Agent from liability to any Lender or other Person for any error in judgment or mistake.
More Definitions of Eligible Inventory
Eligible Inventory means, as of the date of determination thereof, items of Inventory (but not In-Transit Inventory) of the Borrower that are finished goods, merchantable and readily saleable to the public in the ordinary course of the Borrower’s business and deemed by the Agent in its Permitted Discretion to be eligible for inclusion in the calculation of the Borrowing Base, in each case that, except as otherwise agreed by the Agent, (A) complies with each of the representations and warranties respecting Inventory made by the Borrower in the Loan Documents, and (B) is not excluded as ineligible by virtue of one or more of the criteria set forth below. Except as otherwise agreed by the Agent, in its Permitted Discretion, the following items of Inventory shall not be included in Eligible Inventory:
Eligible Inventory means all Inventory of the Borrower, at the lower of cost or market value as determined in accordance with GAAP; provided, however, that the following shall not in any event be deemed Eligible Inventory:
Eligible Inventory means Inventory held for sale by Borrower, normally and currently saleable in the ordinary course of Borrower’s business, and which at all times pertinent hereto is of good and merchantable quality, free from defects, as to which Inventory Agent has a perfected first priority security interest and which Inventory is subject to no other Lien other than Liens in favor of Agent and subordinate Liens in favor of the Subordinate Lender which are covered by the Subordination Agreement, and which is located at the locations set forth in Exhibit A of this Agreement and is not in transit, as that Exhibit may, from time to time, be amended or supplemented in accordance with the terms of this Agreement, and as to which Borrower has satisfied all terms, conditions, warranties and representations of this Agreement and the Other Agreements; but Eligible Inventory shall not include any of the following: (i) catalogs, marketing materials, packages, shipping materials, supplies consumed in Borrower’s business, shrink wrap and warranty reserves and other promotional materials of any kind; (ii) returned items; (iii) work-in-process; (iv) damaged, defective or recalled items; (v) obsolete items; (vi) items used as demonstrators, prototypes or salesmen’s samples; (vii) items of Inventory which have been consigned to Borrower or as to which a Person claims a security interest, prior assignment claim or encumbrance whatsoever other than Liens in favor of Agent; (viii) items of Inventory which have been consigned by Borrower to a consignee; (ix) Inventory located on premises leased by Borrower from a landlord with whom Agent has not entered into a landlord’s waiver on terms satisfactory to Agent; (x) Inventory located at a warehouse premises with respect to which Agent has not received: (1) a bailee letter, acceptable in all respects to Agent, executed by the bailee of such warehouse or (2) evidence satisfactory in all respects to Agent of such bailee’s receipt of a bailee letter acceptable in all respects to Agent; (xi) Inventory which in the reasonable judgment of Agent is considered to be slow moving or otherwise not merchantable; (xii) Inventory located outside the United States of America or Canada; (xiii) material review board Inventory; (xiv) labor and overhead costs added to raw materials and other raw material labor and burden; (xv) sub-assemblies and components; (xvi) scrap materials; (xvii) Inventory in transit; (xviii) Inventory which is subject to a license agreement...
Eligible Inventory has the meaning ascribed to it in Section 1.7 of the Agreement.
Eligible Inventory means all Inventory of the Loan Parties reflected in the most recent Borrowing Base Certificate, except any Inventory with respect to which any of the exclusionary criteria set forth below applies (unless the Administrative Agent in its sole discretion elect to include such Inventory). No Inventory shall be Eligible Inventory if:
Eligible Inventory means Inventory, valued at the lower of cost (on a first-in, first-out basis) or market, which the Agent, in its reasonable discretion, determines to be Eligible Inventory. Without limiting the discretion of the Agent to establish other criteria of ineligibility, Eligible Inventory shall not, unless the Agent in its sole discretion elects, include any Inventory:
Eligible Inventory means Inventory owned by a Borrower and acquired and dispensed by such Borrower in the Ordinary Course of Business that Agent, in its Permitted Discretion, deems to be Eligible Inventory. Without limiting the generality of the foregoing, no Inventory shall be Eligible Inventory if: