Common use of Eligible In-Transit Inventory Clause in Contracts

Eligible In-Transit Inventory. Inventory owned by a Borrower that would be Eligible Inventory if it were not subject to a Document and in transit from a foreign location to a location of such Borrower within the United States, and that is (a) is subject to a negotiable Document showing Agent (or, with the consent of Agent, the applicable Borrower) as consignee, which Document is in the possession of Agent or such other Person as Agent shall approve; (b) is fully insured in a manner reasonably satisfactory to Agent; (c) is not sold by a vendor that has a right to reclaim, divert shipment of, repossess, stop delivery, claim any reservation of title or otherwise assert Lien rights against the Inventory, or with respect to whom any Borrower is in default of any obligations; (d) is subject to purchase orders and other sale documentation satisfactory to Agent, and title has passed to such Borrower; (e) is shipped by a common carrier that is not affiliated with the vendor and is not subject to Sanctions or any specially designated nationals list maintained by OFAC; and (f) is being handled by a customs broker, freight-forwarder or other handler that has delivered a Lien Waiver. Notwithstanding the foregoing, no Inventory shall be Eligible In-Transit Inventory if it is deemed by Agent, in its Reasonable Credit Judgment, not to be Eligible In-Transit Inventory; provided that Agent shall give Borrowers prior written notice setting forth the reasons for not treating such Inventory as Eligible In-Transit Inventory and Agent shall be available to discuss such rationale with Borrower Agent.

Eligible In-Transit Inventory. Inventory owned by a Borrower or Approved Guarantor that would be Eligible Inventory if it were not subject to a Document and in transit from a foreign location to a location of such Borrower or such Guarantor within the United States, with respect to which such Borrower or such Guarantor maintains accurate and complete accounting and other records in form satisfactory to Agent and that is Agent, in its reasonable discretion, deems to be Eligible In-Transit Inventory. Without limiting the foregoing, no Inventory shall be Eligible In-Transit Inventory unless it (a) is subject to a negotiable Document showing Agent (or, with the consent of Agent, the applicable Borroweranother Person acceptable to Agent) as consignee, which Document is in the possession of Agent or such other Person as Agent shall approve; (b) is fully insured in a manner reasonably satisfactory to Agent; (c) has been identified to the applicable sales contract and title has passed to such Borrower such Guarantor; (d) is not sold by a vendor that has a right to reclaim, divert shipment of, repossess, stop delivery, claim any reservation of title or otherwise assert Lien rights against the Inventory, or with respect to whom any Borrower or Guarantor is in default of any obligations; (de) is subject to purchase orders and other sale documentation satisfactory to Agent, and title has passed to such Borrower; (ef) is shipped by a common carrier that is not affiliated with the vendor and is not subject to Sanctions or any specially designated nationals list maintained by OFAC; and (fg) is being handled by a customs broker, freight-forwarder or other handler that has delivered a Lien Waiver. Notwithstanding Eligible Inventory: Inventory that is owned by a Borrower or Approved Guarantor and that Agent, in its reasonable discretion, deems to be Eligible Inventory. Without limiting the foregoing, no Inventory shall be Eligible InInventory unless it (a) is finished goods or raw materials, and not work-Transit Inventory if it in-process, packaging or shipping materials, labels, samples, display items, bags, replacement parts or manufacturing supplies; (b) is deemed not held on consignment, nor subject to any deposit or downpayment; (c) is in new and saleable condition and is not damaged, defective, shopworn or otherwise unfit for sale; (d) is not slow-moving, obsolete or unmerchantable, and does not constitute returned or repossessed goods; (e) meets all standards imposed by any Governmental Authority, has not been acquired from an entity subject to Sanctions or any specially designated nationals list maintained by OFAC, and does not constitute hazardous materials under any Environmental Law; (f) conforms with the covenants and representations herein; (g) is subject to Agent’s duly perfected, first priority Lien, and no other Lien; (h) is within the continental United States, is not in its Reasonable Credit Judgmenttransit except between locations of Borrowers or an Approved Guarantor, and is not consigned to be Eligible In-Transit any Person; (i) is not subject to any warehouse receipt or negotiable Document; (j) is not subject to any License or other arrangement that restricts such Borrower’s, such Guarantor’s or Agent’s right to dispose of such Inventory, unless Agent has received an appropriate Lien Waiver; provided that Agent shall give Borrowers prior written notice setting forth (k) is not located on leased premises or in the reasons for not treating possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless the lessor or such Inventory as Eligible In-Transit Inventory Person has delivered a Lien Waiver or an appropriate Rent and Agent shall be available to discuss such rationale with Borrower AgentCharges Reserve has been established; and (l) is reflected in the details of a current perpetual inventory report.

Eligible In-Transit Inventory. Inventory consisting of finished goods owned by a Borrower that would be Eligible Inventory if it were not subject to a Document and in transit from a foreign location to a location of such a Borrower within the United States, Canada or England, and that is Agent, in its Credit Judgment, deems to be Eligible In-Transit Inventory, and thus to be Eligible Inventory. Without limiting the foregoing, no Inventory shall be Eligible In-Transit Inventory unless it (a) is finished goods, (b) has been delivered to a carrier in a foreign port or foreign airport for receipt by a Borrower in the United States (in the case of the U.S. Borrowers) or Canada (in the case of the Canadian Borrower) or England, Wales, Scotland or Northern Ireland (in the case of the U.K. Borrower) within sixty (60) days of the date of determination, but which has not yet been received by the applicable Borrower, (c) is subject to a negotiable Document showing Agent (or, with the consent of Agent, the applicable Borrower) as consignee, which Document is in the possession of Agent or such other Person as Agent shall approve; (bd) is fully insured in a manner reasonably satisfactory to Agent; (ce) has been identified to the applicable sales contract and title has passed to the applicable Borrower; (f) is not sold by a vendor that has a right to reclaim, divert shipment of, repossess, stop delivery, claim any reservation of title or otherwise assert Lien rights against the Inventory, or with respect to whom any Borrower is in default of any obligations; (dg) is subject to purchase orders and other sale documentation satisfactory to Agent, and title has passed to such Borrower; (eh) is shipped by a common carrier that is not affiliated with the vendor and is not subject to Sanctions or any specially designated nationals list maintained by OFACvendor; and (fi) is being handled by a customs broker, freight-forwarder or other handler that has delivered a Lien Waiver. Notwithstanding the foregoing, no Inventory shall be Eligible In-Transit Inventory if it is deemed by Agent, in its Reasonable Credit Judgment, not to be Eligible In-Transit Inventory; provided that Agent shall give Borrowers prior written notice setting forth the reasons for not treating such Inventory as Eligible In-Transit Inventory and Agent shall be available to discuss such rationale with Borrower Agent.

Eligible In-Transit Inventory. In-Transit Inventory owned by a Borrower that would be meets all of the criteria set forth in the defined term Eligible Inventory if it were not subject to a Document except clauses (h) and in transit from a foreign location to a location of such Borrower within the United States(i) thereof, and that is Lender, in its Permitted Discretion, deems to be Eligible In-Transit Inventory. Without limiting the foregoing, no Inventory shall be Eligible In-Transit Inventory unless it (a) is shipped by a common carrier that is not affiliated with the vendor and is not subject to a negotiable Document showing Agent (or, with the consent of Agent, the applicable Borrower) as consignee, which Document is in the possession of Agent any Sanction or such other Person as Agent shall approveon any specially designated nationals list maintained by OFAC; (b) is received by the Borrower within ninety (90) days after the date of shipment; (c) is fully insured in a manner reasonably satisfactory to AgentLender; (cd) is subject to purchase orders and other sale documentation satisfactory to Lender (in its Permitted Discretion), and title has passed to Borrower; (e) is not sold by a vendor Foreign Vendor that has a right to reclaim, divert shipment of, repossess, stop delivery, claim any reservation of title or otherwise assert Lien rights against the Inventory, or with respect to whom any Borrower is in default of any obligations; (d) is subject to purchase orders and other sale documentation satisfactory to Agent, and title has passed to such Borrower; (e) is shipped by a common carrier that is not affiliated with the vendor and is not subject to Sanctions or any specially designated nationals list maintained by OFAC; and (f) is being handled by a customs broker, freight-forwarder or other handler that has delivered an Imported Goods Agreement; and (g) during a Lien Waiver. Notwithstanding the foregoing, no Inventory shall be Eligible Controlled In-Transit Inventory if it Trigger Period, is deemed by Agentsubject to a negotiable Document showing Lender (or, with the consent of Lender, Borrower) as consignee, which Document is in its Reasonable Credit Judgment, not to be Eligible In-Transit Inventory; provided that Agent the possession of Lender or such other Person as Lender shall give Borrowers prior written notice setting forth the reasons for not treating such Inventory as Eligible In-Transit Inventory and Agent shall be available to discuss such rationale with Borrower Agentapprove.

Eligible In-Transit Inventory. Inventory consisting of finished goods owned by a Borrower that would be Eligible Inventory if it were not subject to a Document and in transit from a foreign location to a location of such a Borrower within the United StatesStates or Canada, and that is Agent, in its Credit Judgment, deems to be Eligible In-Transit Inventory. Without limiting the foregoing, no Inventory shall be Eligible In-Transit Inventory unless it (a) is finished goods, (b) has been delivered to a carrier in a foreign port or foreign airport for receipt by a Borrower in the United States (in the case of the U.S. Borrowers) or Canada (in the case of the Canadian Borrower) within sixty (60) days of the date of determination, but which has not yet been received by the applicable Borrower, (c) is subject to a negotiable Document showing Agent (or, with the consent of Agent, the applicable Borrower) as consignee, which Document is in the possession of Agent or such other Person as Agent shall approve; (bd) is fully insured in a manner reasonably satisfactory to Agent; (ce) has been identified to the applicable sales contract and title has passed to the applicable Borrower; (f) is not sold by a vendor that has a right to reclaim, divert shipment of, repossess, stop delivery, claim any reservation of title or otherwise assert Lien rights against the Inventory, or with respect to whom any Borrower is in default of any obligations; (dg) is subject to purchase orders and other sale documentation satisfactory to Agent, and title has passed to such Borrower; (eh) is shipped by a common carrier that is not affiliated with the vendor and is not subject to Sanctions or any specially designated nationals list maintained by OFACvendor; and (fi) is being handled by a customs broker, freight-forwarder or other handler that has delivered a Lien Waiver. Notwithstanding the foregoing, no Inventory shall be Eligible In-Transit Inventory if it is deemed by Agent, in its Reasonable Credit Judgment, not to be Eligible In-Transit Inventory; provided that Agent shall give Borrowers prior written notice setting forth the reasons for not treating such Inventory as Eligible In-Transit Inventory and Agent shall be available to discuss such rationale with Borrower Agent.

Eligible In-Transit Inventory. In-Transit Inventory owned by a Borrower that would be meets all of the criteria set forth in the defined term Eligible Inventory if it were not subject to a Document except clauses (h) and in transit from a foreign location to a location of such Borrower within the United States(i) thereof, and that is Lender, in its Permitted Discretion, deems to be Eligible In-Transit Inventory. Without limiting the foregoing, no Inventory shall be Eligible In-Transit Inventory unless it (a) is shipped by a common carrier that is not affiliated with the vendor and is not subject to a negotiable Document showing Agent (or, with the consent of Agent, the applicable Borrower) as consignee, which Document is in the possession of Agent any Sanction or such other Person as Agent shall approveon any specially designated nationals list maintained by OFAC; (b) is received by the Borrower within ninety (90) days after the date of shipment; (c) is fully insured in a manner reasonably satisfactory to AgentLender; (cd) is subject to purchase orders and other sale documentation satisfactory to Lender (in its Permitted Discretion), and title has passed to Borrower; (e) is not sold by a vendor Foreign Vendor that has a right to reclaim, divert shipment of, repossess, stop delivery, claim any reservation of title or otherwise assert Lien rights against the Inventory, or with respect to whom any Borrower is in default of any obligations; (d) is subject to purchase orders and other sale documentation satisfactory to Agent, and title has passed to such Borrower; (e) is shipped by a common carrier that is not affiliated with the vendor and is not subject to Sanctions or any specially designated nationals list maintained by OFAC; and (f) is being handled by a customs broker, freight-forwarder or other handler that has delivered a Lien Waiver. Notwithstanding an Imported Goods Agreement (within the foregoing, no Inventory shall be Eligible timeline afforded by Exhibit F hereof); (g) the aggregate Value of all In-Transit Inventory if it is deemed by Agent, of Borrower included in its Reasonable Credit Judgment, the Borrowing Base (after giving effect to the applicable advance rate) on such date does not to be Eligible exceed $2,000,000; and (h) following a Controlled In-Transit Inventory; provided that Agent Eligibility Event, is subject to a negotiable Document showing Lender (or, with the consent of Lender, Borrower) as consignee, which Document is in the possession of Lender or such other Person as Lender shall give Borrowers prior written notice setting forth the reasons for not treating such Inventory as Eligible In-Transit Inventory and Agent shall be available to discuss such rationale with Borrower Agentapprove.