Eligible Unbilled Accounts Sample Clauses
Eligible Unbilled Accounts. The estimated face value amount determined by Borrower for each Eligible Unbilled Account is based upon the best information available to Borrower and accurately and fully (considering all known discounts available to each such Account Debtor) reflects the same. In addition, Borrower represents and warrants that there are no discounts, offsets or other rights of any Account Debtor under any Eligible Unbilled Account,
Eligible Unbilled Accounts. “Eligible Unbilled Accounts” shall include, on any date of determination of the Borrowing Base, all Accounts of Borrowers that (i) are capable of being billed by Borrowers to the applicable Account Debtor in accordance with Borrowers’ usual billing methods for Accounts, but that have not yet been billed and invoiced to such Account Debtor, and (ii) in all other respects would qualify as an Eligible Commercial Account or Eligible Government Account, as applicable, but for the fact that they have not yet been billed and invoiced to the applicable Account Debtor. Any Eligible Unbilled Account that subsequently is billed and invoiced shall thereupon cease to be an Eligible Unbilled Account and shall become an Eligible Commercial Account or Eligible Government Account, as applicable, provided that it then satisfies all eligibility criteria applicable thereto.
Eligible Unbilled Accounts. 1. All Accounts created by the Borrower in the ordinary course of its business, that arise out of the Borrower’s sale and delivery of goods or rendition of services, each of which such Accounts (a) are a bona fide existing payment obligation of the applicable Account Debtor; (b) are owed to the Borrower without any known defenses, disputes, offsets, counterclaims, or rights of return or cancellation, (c) do not qualify as an Eligible Account solely because the applicable Borrower has not billed the Account Debtor for the goods or services that give rise to such Account, although the goods or services giving rise to such Account have been delivered or performed pursuant to the terms of the applicable purchase order or contract, and (d) the time elapsed since the date on which the initial goods or services were provided by the Borrower is not more than 30 days. For the avoidance of doubt, at any such time any Account is billed to the Account Debtor it shall no longer be an “Eligible Unbilled Account”: $ 6 6 No such Accounts shall constitute “Eligible Unbilled Accounts” until such time as the Administrative Agent has conducted a satisfactory initial review of the Accounts which the Borrower purports to be Eligible Unbilled Accounts. For the avoidance of doubt, at such time as any Account is billed to the Account Debtor it shall no longer be an “Eligible Unbilled Account”. Annex 1
Eligible Unbilled Accounts an Account of any Borrower (i) for which the applicable Borrower intends to send a xxxx or invoice for the goods or services giving rise to such Account within thirty (30) days of the date of the applicable Borrowing Base Certificate, (ii) which would otherwise constitute an Eligible Account but for the fact that such Account does not comply with clause (xii) of the definition thereof and (iii) the eligibility of which to be billed within such period of thirty (30) days is not subject to completion of any further performance by the applicable Borrower. Environmental Laws – all federal, state, local or foreign laws, rules, regulations, ordinances, orders and consent decrees relating to health, safety and environmental matters. Environmental Notice – a notice (whether written or oral) from any Governmental Authority or other Person with credible knowledge of any possible noncompliance with, investigation of a possible violation of, litigation relating to, or potential fine or liability under any Environmental Law, or with respect to any Environmental Release, environmental pollution or hazardous materials, including any complaint, summons, citation, order, claim, demand or request for correction, remediation or otherwise. Environmental Release – a release as defined in CERCLA or under any other Environmental Law. Equity Interests – all shares of stock, partnership interests, membership interests, membership units or other ownership interests in any other Person and all warrants, options or other rights to acquire the same.
Eligible Unbilled Accounts. Section 1(c)(ii) of the definition of "Revolving Loan Availability" relating to Eligible Unbilled Accounts is amended and restated in its entirety to read as follows:
Eligible Unbilled Accounts. The Eligible Unbilled Accounts are bona fide existing payment obligations of Account Debtors created by the rendition of services to such Account Debtors in the ordinary course of Borrowers' business, owed to Borrowers without, to the knowledge of Borrowers, defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Unbilled Account, such Account is not:
(a) owed by an employee, Affiliate, or agent of a Borrower;
(b) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or on any other terms by reason of which the payment xx xhe Account Debtor may be conditional;
(c) payable in a currency other than Dollars;
(d) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account;
(e) owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which a Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor;
(f) on account of a transaction as to which the services giving rise to such Account have not been performed and accepted by the Account Debtor;
(g) a right to receive progress payments or other advance billings that are due prior to the completion of performance by the xxxxxxxxle Borrower of the subject contract for services; and
(h) an Account where service has not been performed.
Eligible Unbilled Accounts accrued but unbilled Accounts of a Borrower, which, once billed will become an Eligible Account; provided, that such accrued and unbilled Accounts shall not become eligible if they remain unbilled for more than 15 days after the underlying goods have been shipped to or services have been rendered, or at the direction of, the applicable Account Debtor; provided, further, that, accrued and unbilled Accounts shall not be deemed Eligible Unbilled Accounts until Agent and Lenders have completed their due diligence with respect thereto, with results satisfactory to Agent and Lenders.
Eligible Unbilled Accounts. 55 5.21 Indebtedness........................................................56 5.22
Eligible Unbilled Accounts. Eligible Accounts which (i) have been earned by a Borrower’s shipment of goods to an Account Debtor and which are accrued on a Borrower’s books and records but which have not been billed by such Borrower (provided that such Borrower retains the right to xxxx the applicable Account Debtor at any time, to the extent it is permitted to do so pursuant to the underlying customer agreement), (ii) are evidenced by a purchase order from the Account Debtor, (iii) are reflected on such Borrower’s books and records in form reasonably satisfactory to Agent, (iv) remain unbilled for no longer than the earlier of (a) 30 days after the date on which the Borrower’s right to payment under such Eligible Accounts was earned or (b) 30 days after the date on which such Eligible Accounts were first included in the Borrowing Base, and (v) Agent determines to be Eligible Unbilled Accounts in its reasonable credit judgment. Enforcement Action – any action to enforce any Obligations or Loan Documents or to realize upon any Collateral (whether by judicial action, self-help, notification of Account Debtors, exercise of setoff or recoupment, or otherwise). Environmental Agreement - each agreement of Borrowers with respect to any Real Estate subject to a Mortgage, pursuant to which Borrowers agree to indemnify and hold harmless Agent and Lenders from liability under any Environmental Laws. Environmental Laws - all federal, state and local laws, rules, regulations, codes and ordinances, and all programs, permits, guidance documents promulgated by regulatory agencies, orders and consent decrees having the force of law, now or hereafter in effect and relating to human health and safety or the protection or pollution of the environment, including CERCLA. Environmental Release - a release as defined in CERCLA or under any applicable Environmental Laws. Equipment - all of Borrower’s machinery, apparatus, equipment, fittings, furniture, fixtures, motor vehicles and other tangible personal Property (other than Inventory) of every kind and description, whether now owned or hereafter acquired by a Borrower and wherever located, and all parts, accessories and special tools therefor, all accessions thereto, and all substitutions and replacements thereof. Equity Interest - the interest of (i) a shareholder in a corporation, (ii) a partner (whether general or limited) in a partnership (whether general, limited or limited liability), (iii) a member in a limited liability company, or (iv) any other Pe...
Eligible Unbilled Accounts. The estimated face value amount determined by Borrower for each Eligible Unbilled Account is based upon the best information available to Borrower and accurately and fully (considering all known discounts available to each such Account Debtor) reflects the same. In addition, Borrower represents and warrants that there are no discounts, offsets or other rights of any Account Debtor under any Eligible Unbilled Account.
2.3 Section 6.2(a) (Financial Statements, Reports, Certificates). Section 6.2(a) is amended in its entirety and replaced with the following:
(a) a Transaction Report (and any schedules related thereto) (i) with each request for an Advance, and (ii) within five (5) days of (A) the 15th day and (B) the last Business Day of each month;
2.4 Section 6.3(c) (Collection of Accounts). The last sentence of Section 6.3(c) is amended in its entirety and replaced with the following: Whether or not an Event of Default has occurred and is continuing, Borrower shall immediately deliver all payments on and proceeds of Accounts to the Cash Collateral Account. All amounts received in the Cash Collateral Account shall be applied to immediately reduce the Obligations. For the avoidance of doubt, the availability of Advances under the Revolving Line shall be determined in accordance with the terms and conditions of this Agreement, and shall not be limited by this Section 6.3(c).