Definition of Eligible Inventory. The definitionof Eligible Inventoryset forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:
Definition of Eligible Inventory. Section 1.20, the definition of "Eligible Inventory" is amended to read in its entirety as follows:
Definition of Eligible Inventory. Clauses (f) and (j) of the definition of “Eligible Inventory” in Section 1.61 of the Loan Agreement are hereby amended and restated to read in full as follows:
Definition of Eligible Inventory. The definition of “Eligible Inventory” in Section 1.01 of the Credit Agreement is amended to:
(a) replace clause (iv) of the fourth sentence thereof with the following:
(A) is placed on consignment, unless a valid consignment agreement which is reasonably satisfactory to Administrative Agent is in place with respect to such Inventory or (B) is in transit (except to the extent such Inventory (x)
(1) is purchased under documentary letters of credit (other than Letters of Credit) and is in transit from any location in the United States or Canada for receipt by a Borrower within fifteen (15) days of the date of determination or (2) is in transit from any location outside of the United States or Canada for receipt by a Borrower within 60 days of the date of determination) and constitutes Eligible In-Transit Inventory, or (y) is in transit between locations leased, owned or occupied by a Borrower); and
(b) replace clause (v) of the fourth sentence thereof with the following: is covered by a negotiable document of title, unless such inventory is Eligible In-Transit Inventory or such document of title has been delivered to the Administrative Agent with all necessary endorsements, free and clear of all Liens except Liens in favor of landlords, carriers, bailees and warehousemen if clause (iii) has been complied with;
Definition of Eligible Inventory. The definition of the term “Eligible Inventory” is hereby added to Section 13.1 of the Loan Agreement, in alphabetical order, and shall read as follows:
Definition of Eligible Inventory. The term "Eligible Inventory", as used herein, means Borrower's finished goods which are initially and at all times until sold: new and unused, in first−class condition, merchantable and saleable through normal trade channels; located at 0000 Xxxxxx Xxxx, Pompano Beach, Florida; subject to a perfected first priority security interest in favor of Lender; owned by Borrower free and clear of any lien except (i) in favor of Lender, (ii) set forth on Schedule "B" annexed hereto, or (iii) Permitted Liens; not obsolete; not scrap, waste, defective goods and the like not excess or currently saleable in the ordinary course of the operations of Borrower; have been produced by Borrower in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders promulgated thereunder; not stored with a bailee, warehouseman or similar party unless Lender has given its prior written consent thereto; not work in process; not perishable or alive; not supplies; not packaging; not sample inventory or customer supplied parts or inventory; and have not been designated by Lender, in its sole discretion, as unacceptable for any reason by notice to Borrower.
Definition of Eligible Inventory. The term “Eligible Inventory”, as used herein, means Borrower’s raw materials and finished goods, which initially and at all times until sold:
Definition of Eligible Inventory. The term "Eligible Inventory", as used herein, means each Borrower's and Gerber Scientific International Ltd.'s (collectively, the "Inventory Owners") raw materials and finished goods which are initially and at all times until sold: new and unused (except, with the Agent's written approval, used equipment held for sale or lease), in first class condition, merchantable and saleable through normal trade channels; at a location which has been identified in writing to the Agent; subject to a perfected first priority security interest in favor of the Agent (subject only to Liens of the type described in Section 14(e)(i), (iv) and (vii)); owned by such Inventory Owner free and clear of any Lien except Liens described in Section 14(e)(i), (iv) and (vii) and Liens in favor of the Agent; not obsolete or any reserve for obsolete goods; not work-in-progress, scrap, waste, defective goods and the like; have been produced by such Inventory Owner in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders promulgated thereunder; not located outside the United States or Canada; not stored at a location not owned by an Inventory Owner or with a bailee, warehouseman or similar party, except where a waiver or other agreement in form and substance reasonably satisfactory to the Agent has been delivered to the Agent by such landlord, bailee warehouseman, or similar party; provided, however, that unless designated as unacceptable by the Agent as set forth below, otherwise Eligible Inventory: held at any real property or buildings owned or leased or otherwise under the possession or control of DHL Global Customer Logistics, Inc. shall be Eligible Inventory to the extent of the value of such Inventory net of any reserve then in effect for such warehouse; stored at a location not owned by an Inventory Owner shall be Eligible Inventory up to an aggregate amount of $750,000 across all such locations regardless of whether a waiver or other agreement has been delivered to the Agent by any bailee warehouseman or similar party; stored at a location not owned by an Inventory Owner or with a bailee, warehouseman or similar party in a location where the aggregate amount of Inventory held at such location is less than $300,000, shall be Eligible Inventory up to an aggregate amount of $1,500,000 across all such locations regardless of whether a waiver or other agreement has been delivered to the Agent by such bailee warehouseman or simi...
Definition of Eligible Inventory. The definition of "Eligible Inventory" in Section 2 is replaced with the following: Eligible Inventory shall mean all inventory of Borrower (valued at the lower of cost or market value), except inventory (i) that is obsolete, not in good condition, or not either currently usable or currently saleable in the ordinary course of Borrower's business; (ii) that is not subject to a valid and enforceable, first priority, perfected Lien in favor of Bank; (iii) that is in the possession of Borrower but not owned by Borrower; (iv) that is stored at a location other than a location listed on a schedule to one of the Transaction Documents, unless approved by Bank in writing; (v) that is not satisfactory to Bank because of its age, condition, type, or quantity, (vi) that has been repossessed by Borrower; (vii) with respect to which any of the covenants and agreements contained in any of the Transaction Documents or any of the representations and warranties herein or in the other Transaction Documents are not or have ceased to be complete and correct or have been breached; and (viii) any inventory which Bank determines in its absolute discretion to not be Eligible Inventory.
Definition of Eligible Inventory. The term “Eligible Inventory”, as used herein, means the Borrowers’ raw materials and finished goods which are initially and at all times until sold: new and unused (except, with the Bank’s written approval, used equipment held for sale or lease), in first-class condition, merchantable and saleable through normal trade channels; at a location which has been identified in writing to the Bank; subject to a perfected first priority security interest in favor of the Bank; owned by the Borrowers free and clear of any lien except in favor of the Bank; not obsolete; not scrap, waste, defective goods and the like; have been produced by the Borrowers in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders promulgated thereunder; not stored with a bailee, warehouseman or similar party unless the Bank has given its prior written consent thereto and the Borrowers have caused each such bailee, warehouseman or similar party to issue and deliver to the Bank warehouse receipts in the Bank’s name for such Inventory; and have not been designated by the Bank, in accordance with its normal credit policies, as unacceptable for any reason by notice to the Borrowers.
