Qualified Accounts. Upon delivery to the Agent of each Schedule of Accounts, the Agent shall make a determination, in its sole discretion, as to which Accounts listed thereon shall be deemed Qualified Accounts. An Account shall not be considered a Qualified Account unless the Agent determines, in its sole discretion, that such Account has met the following minimum requirements: the Account represents a complete bona fide transaction for goods sold and delivered or services rendered (but excluding any amounts in the nature of a service charge added to the amount due on an invoice because the invoice has not been paid when due) which requires no further act under any circumstances on the part of any Borrower to make such Account payable by the Account Debtor; the Account arises from an arm’s length transaction in the ordinary course of the Borrowers’ business between a Borrower and an Account Debtor which is not an Affiliate of a Borrower or an officer, stockholder or employee of a Borrower or of any Affiliate of a Borrower, or a member of the family of an officer, stockholder or employee of a Borrower or of any Affiliate of a Borrower; the Borrower to whom such Account is owing is able to bring suit against the Account Debtor through judicial process and there exist no defenses to the enforcement of such Borrower’s remedies against such Account Debtor, and the Account does not represent a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is subject to Borrower’s completion of further performance under such contract or is subject to the equitable lien of a surety bond issuer; the Account shall not (a) if payable on a “net 10 basis” be or have been unpaid more than thirty (30) days from the invoice date; (b) if payable on a “net 30 basis” or basis other than described in the preceding clause (a) be or have been unpaid more than ninety (90) days from the invoice date, (c) be delinquent more than sixty (60) days, or (d) be payable by an Account Debtor (1) more than 50% of whose Accounts have remained unpaid for more than ninety (90) days from the invoice date or are delinquent more than sixty (60) days, or (2) whose Accounts constitute, in the Agent’s determination, an unduly high percentage of the aggregate amount of all outstanding Accounts; the goods the sale of which gave rise to the Account were shipped or delivered or provided to the Account Debtor on an...
Qualified Accounts. Upon delivery to the Agent of each Schedule of Accounts, the Agent shall make a determination, in its sole discretion, as to which Accounts listed thereon shall be deemed Qualified Accounts. An Account shall not be considered a Qualified Account unless the Agent determines, in its sole discretion, that such Account has met the following minimum requirements:
Qualified Accounts. An Account shall not be considered a Qualified Account unless the Administrative Agent determines, in its reasonable discretion, that such Account has met the following minimum requirements:
Qualified Accounts. Notwithstanding any statement in an Indenture Supplement or Terms Document to the contrary, any Qualified Account that is established pursuant to an Indenture Supplement or Terms Document listed on Schedule 1 attached hereto must be established with a Qualified Institution (other than BANA or the Transferor) that is acting as a securities intermediary.
Qualified Accounts. At any time, all Accounts of Borrower but excluding the following: (a) contra accounts, (b) offset accounts, (c) C.O.D. or sight draft accounts, (d) commission accounts, (e) employee and salesmen accounts, (f) consignment accounts, (g) guaranteed sales accounts, (h) intercompany accounts, (i) any amount known to be not readily collectable for any reason, (j) any invoice without a definite due date, (k) pre-billed invoices, (1) the amount of any account which is more than 90 days past invoice date, (m) accounts in litigation or arbitration, (n) all retainers (including, but not limited to construction retainages), (o) accounts with 10% or more of the balance 90 days past invoice date, (p) accounts not generated in the ordinary course of business, (q) interest, (r) finance charges, (s) accounts arising out of a contract with any department or instrumentality of the United States of America, unless such account has been assigned to the Bank under the provisions of the Federal Assignment of Claims Act, (t) accounts in which the Bank does not have a first lien, and (u) such other accounts deemed to be unqualified, in whole or in part, by the Bank in its discretion. Although the above items are deemed unqualified for Advance purposes, they remain part of the Collateral pledged to the Bank and perfected under the Uniform Commercial Code.
Qualified Accounts. 7.9.1 If the Account is a Qualified Account maintained pursuant to an eligible retirement plan defined in Code section 402(c)(8)(B), a plan under Code section 457(b) or other plans subject to Section 401(g), only a single person or entity may be named as Certificate Owner. For a Qualified Account, the Participant will be the individual for whose benefit the Account is maintained under the plan or arrangement. The Joint Participant, if any, of a Qualified Account must be the Participant’s spouse. If the Participant dies during the funding phase and the sole beneficiary of the Account is not the Joint Participant, the Certificate will terminate upon the Participant’s date of death. A former spouse may be a Joint Participant when required by a Qualified Domestic Relations Order, as defined in Code section 414(p). The Contract Owner will provide us with notice if the Participant dies during the funding phase and the Beneficiary of the Qualified Account is not the Joint Participant.
7.9.2 For any Qualified Account, the Certificate may not be sold, assigned, discounted or pledged. The Certificate (i) cannot be used as collateral for a loan; (ii) cannot be used as security for the performance of an obligation; and (iii) cannot be alienated for any other purpose.
Qualified Accounts. The Parent's Auditors qualify their report to any audited financial statements of the Group in any way which is (in the opinion of the Agent) material in the context of the Facilities; or
Qualified Accounts. An account receivable owed to the Borrower shall be considered a “qualified account” if and for so long as it has all of the following characteristics:
(a) The account is no more than 120 days old, measured from the date of the invoice;
(b) The account arose from the performance of services or an outright sale of goods by the Borrower, such services have been rendered or such goods have been shipped to the account debtor, and the Borrower has possession of acknowledgments or shipping receipts evidencing such delivery of services or shipment of goods;
(c) The account arose in the ordinary course of the Borrower’s business and did not arise from the performance of services or a sale of goods to an affiliate, supplier or employee of the Borrower;
(d) The account is not subject to any prior assignment, claim, lien, or security interest;
(e) The account is not subject to set-off, credit allowance or adjustment by the account debtor except a discount allowed for prompt payment, and the account debtor has not complained as to its liability thereon;
(f) No notice of bankruptcy, insolvency or financial difficulty of the account debtor has been received by or is known to the Borrower; and
(g) The Bank has not notified the Borrower that the account or account debtor is unsatisfactory.
Qualified Accounts. If a Certificate is issued in connection with or held in a Qualified Account, it may not be assigned, pledged, or sold, nor may it be used as collateral for a loan or as security for the performance of an obligation.
Qualified Accounts. 87 23.21 Inter Creditor Deed...................................................................87 23.22
