Qualified Inventory. Upon delivery to the Administrative Agent of each Schedule of Inventory, the Administrative Agent shall make a determination, in its sole discretion, as to which Inventory listed thereon shall be deemed Qualified Inventory. Inventory held by any Loan Party shall not be considered Qualified Inventory unless the Administrative Agent determines, in its sole discretion, that such Inventory has met the following minimum requirements:
Qualified Inventory. Upon delivery to the Agent of each Schedule of Inventory, the Agent shall make a determination, in its sole discretion, as to which Inventory listed thereon shall be deemed Qualified Inventory. Inventory shall not be considered Qualified Inventory unless the Agent determines, in its sole discretion, that such Inventory has met the following minimum requirements:
Qualified Inventory. Upon delivery to the Agent of each Schedule of Inventory, the Agent shall make a determination, in its sole discretion, as to which Inventory listed thereon shall be deemed Qualified Inventory. Inventory shall not be considered Qualified Inventory unless the Agent determines, in its sole discretion, that such Inventory has met the following minimum requirements: the Inventory is either (a) finished goods (b) raw materials other than supplies or (c) work-in-process; but excluding in all cases any goods which have been shipped, delivered, sold by, purchased by or provided to a Borrower on a xxxx and hold, consignment sale, guaranteed sale, or sale or return basis, or any other similar basis or understanding other than an absolute sale and also excluding all supplies; the Inventory is new, of good and merchantable quality, and represents no more than a twelve (12) month supply of such finished goods or raw materials; the Inventory is located in the pipeline owned by Kiantone or any other Borrower, or in the Enbridge Pipeline if such Inventory meets the additional requirements for Qualified Enbridge Pipeline Inventory as identified in the definition of Qualified Inventory, or in storage tanks, or, during the Retail Assets Perfection Period, at a retail store located on a site owned by a Borrower or leased by a Borrower if the landlord has executed a landlord’s waiver in the form of Exhibit 1.1(Q)(ii) hereto; the Inventory is not stored with a bailee, warehouseman, consignee or similar party unless the Agent has given its prior written consent and a Borrower has caused such bailee, warehouseman, consignee or similar party to issue and deliver to the Agent, in the form of Exhibit 1.1(Q)(ii) hereto, warehouse receipts or similar type documentation therefor in the Agent’s name, or such party shall have executed and delivered to Agent a waiver and access agreement, in form and substance satisfactory to Agent; the Inventory is subject to the Agent’s and the Banks’ Prior Security Interest and is not subject to any other Lien; provided, however, Liens on Qualified Enbridge Pipeline Inventory in favor of Enbridge are permitted to the extent that Enbridge has required and received cash collateral, a letter of credit or other credit support in an amount determined by Enbridge; the Inventory has not been manufactured in violation of any federal minimum wage or overtime laws, including, without limitation, the Fair Labor Standards Act, 29 U.S.C. § 215(a)(1); and the Invent...
Qualified Inventory. Finished goods, work in progress, raw materials and component parts inventory owned by the Borrower shall be considered a “Qualified Inventory”, provided, however, that “qualified inventory” shall not include any inventory (a) held on consignment, or not otherwise owned by the Borrower, or of a type no longer sold by the Borrower, (b) which has been returned by a customer damaged or subject to any legal encumbrance (other than the security interest created hereunder by the Borrower to the Bank), (c) which is not in the possession of the Borrower unless the Bank has received a waiver from the party in possession of such inventory in a form and substance satisfactory to the Bank, (d) which has been shipped to a customer of the borrower regardless of whether the shipment is on a consignment basis, or (e) which the Bank deems obsolete or not marketable or otherwise unacceptable to the Bank as determined by the Bank in its sole and reasonable discretion. All such Qualified Inventory shall be valued at actual cost on a first-in, first-out basis.
Qualified Inventory. At any time, all Inventory of Borrower which meets ------------------- all of the following criteria: (a) the Inventory is readily saleable in a bona fide arm's length transaction, or is usable, in the ordinary course of business of Borrower; (b) the title of Borrower to the Inventory is absolute and is not subject to any prior assignment or encumbrance, except the security interest of the Bank; (c) if the Inventory is located on leased premises, a landlord's waiver satisfactory in form and substance to the Bank shall have been delivered to the Bank for such premises; (d) the Inventory has not been designated or otherwise identified as belonging to any entity other than Borrower; and (e) the Inventory is located in Malvern, Xxxxxxx County, Pennsylvania, unless otherwise agreed in writing by the Bank. Qualified Inventory shall not include any Inventory drop-shipped or held on consignment by any other company than Borrower.
Qualified Inventory. Qualified Inventory means the Borrower’s raw materials and finished goods inventory [excluding damaged/defective items, packaging (boxes/labels), display items, samples, consigned items, in transit and slow moving, discontinued or obsolete items (i.e. items that have not moved within one year or such other period as determined by the Bank from time to time)] which initially and at all times until sold is new and unused, in first-class condition, merchantable and saleable through normal trade channels; is owned by the Borrower free and clear of any lien except in favor of the Bank, is located at any of the locations set forth on Schedule 1 provided the Bank has received a Landlord’s Waiver in form and substance acceptable to the Bank and is subject to a perfected first-priority security interest in favor of the Bank; and has not been designated unqualified by the Bank because the Bank reasonably considers the collateral value thereof to be impaired or its ability to realize such value to be insecure. Qualified Inventory shall specifically exclude all work in process. The Bank in its sole discretion shall determine eligibility requirements, slow-moving, reserves, final advance rates and other factors with respect to Qualified Inventory based upon ongoing field examinations performed by the Bank’s examiner.
Qualified Inventory. Subsection 2.1 (c)(v)(D) of the Loan Agreement is hereby amended and restated in its entirety as follows:
Qualified Inventory. In-Transit
Qualified Inventory. Qualified Inventory shall mean goods or materials held for resale by Borrower as well as raw materials and work in process in the ordinary course of Borrower's business, and the value attributable to each item of inventory shall be the lesser of cost of such item to Borrower (less handling and transport costs) or the present fair market value of such items of inventory determined according to G.A.A.P. Qualified Inventory shall not include:
Qualified Inventory. Schedule 1.1(Q)(2) — Qualified Inventory is hereby deleted.
