Excluded Inventory shall have the meaning set forth in Section 2.4.
Obsolete Inventory means items that have expired, are redundant or damaged;
Inventory Formula Amount means the lesser of (i) 65% of the Value of Eligible Inventory; or (ii) 85% of the NOLV Percentage of the Value of Eligible Inventory.
Lower-Tier Distribution Amount As defined in Section 5.02(a).
Eligible Inventory means and include Inventory, excluding work in process, with respect to each Borrower, valued at the lower of cost or market value, determined on a first-in, first-out basis, which is not obsolete, slow moving or unmerchantable as determined by Agent in its Permitted Discretion and which Inventory, based on such considerations as Agent may from time to time deem appropriate in its Permitted Discretion including whether the Inventory is subject to a perfected, first priority security interest in favor of Agent and no other Lien (other than a Permitted Encumbrance). Notwithstanding anything herein to the contrary, no Inventory shall be Eligible Inventory to the extent such Inventory was acquired by a Borrower pursuant to an entity creation under Section 7.12 or a Permitted Acquisition, unless Agent has (i) completed field examinations with respect to such Inventory, the results of which are satisfactory in form and substance to Agent in its Permitted Discretion or (ii) waived such restriction in its Permitted Discretion. In addition, Inventory shall not be Eligible Inventory if it: (a) does not conform in all material respects to all standards imposed by any Governmental Body which has regulatory authority over such goods or the use or sale thereof; (b) is in transit (other than between one or more locations where Borrowers are permitted hereunder to maintain or store Inventory and such location is the subject of a Lien Waiver Agreement or a Processor’s Agreement, as applicable, unless such location is owned by Borrower); (c) is located outside the continental United States or at a location that is not otherwise in compliance with this Agreement; (d) constitutes Consigned Inventory (other than Consigned Inventory that is subject to a warehouseman’s waiver in form and substance satisfactory to Agent); (e) is the subject of an Intellectual Property Claim; (f) is subject to a License Agreement that limits, conditions or restricts the applicable Borrower’s or Agent’s right to sell or otherwise dispose of such Inventory, unless Agent is a party to a Licensor/Agent Agreement with the Licensor under such License Agreement (or Agent shall agree otherwise in its Permitted Discretion after establishing reserves against the Formula Amount with respect thereto as Agent shall deem appropriate in its Permitted Discretion); (g) at any time following seventy-five (75) days after the Closing Date (or such later date agreed to by Agent), is situated at a location not owned by a Borrower unless the owner or occupier of such location has executed in favor of Agent a Lien Waiver Agreement or a Processor’s Agreement, as applicable (or Agent shall have established reserves against the Formula Amount with respect thereto as Agent shall deem appropriate in its Permitted Discretion in an amount not to exceed the equivalent of three (3) months’ rental obligation with respect to such location); or (h) if the sale of such Inventory would result in the creation of a Receivable which, on the date of such sale, would fail to constitute an Eligible Receivable due to the operation of any of clauses (b), (c) or (e) – (p) of such definition.
Carryover means the provision under Section 42 of the IRC and Rule 67-48.028, F.A.C., which allows a Development to receive a Housing Credit Allocation in a given calendar year and be placed in service by the close of the second calendar year following the calendar year in which the allocation is made.
Class A-4 Interest Carryover Shortfall means, with respect to any Payment Date, the excess, if any, of (x) the Class A‑4 Interest Distributable Amount for such Payment Date and any outstanding Class A‑4 Interest Carryover Shortfall from the immediately preceding Payment Date (together with interest on such outstanding Class A‑4 Interest Carryover Shortfall at the Class A‑4 Rate, to the extent lawful, calculated on the same basis as interest on the Class A‑4 Notes for the same period), over (y) the amount of interest distributed to the Class A‑4 Noteholders on such Payment Date.
Off-label use means the prescription and use of drugs for indications other than those stated in the labeling approved by the federal Food and Drug Administration.[PL 1997, c. 701, §1 (NEW).]
In-Transit Inventory means Inventory of a Borrower which is in the possession of a common carrier and is in transit from a Foreign Vendor of a Borrower from a location outside of the continental United States to a location of a Borrower that is within the continental United States.
Class A-1 Interest Carryover Shortfall means, with respect to any Payment Date, the excess, if any, of (x) the Class A‑1 Interest Distributable Amount for such Payment Date and any outstanding Class A‑1 Interest Carryover Shortfall from the immediately preceding Payment Date (together with interest on such outstanding Class A‑1 Interest Carryover Shortfall at the Class A‑1 Rate, to the extent lawful, calculated on the same basis as interest on the Class A‑1 Notes for the same period), over (y) the amount of interest distributed to the Class A‑1 Noteholders on such Payment Date.
Distribution Amount means the principal amount of $42,500,000 for each of the COP Swap Counterparties, plus interest, on and after October 15, 2014, on the unpaid Net Amount at the rate applicable to obligations under the Postpetition Financing Agreement, payable in cash in the manner set forth in the COP Swap Settlement Agreement.
Class A-3 Interest Carryover Shortfall means, with respect to any Payment Date, the excess, if any, of (x) the Class A‑3 Interest Distributable Amount for such Payment Date and any outstanding Class A‑3 Interest Carryover Shortfall from the immediately preceding Payment Date (together with interest on such outstanding Class A‑3 Interest Carryover Shortfall at the Class A‑3 Rate, to the extent lawful, calculated on the same basis as interest on the Class A‑3 Notes for the same period), over (y) the amount of interest distributed to the Class A‑3 Noteholders on such Payment Date.
Inventory is all “inventory” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation such inventory as is temporarily out of Borrower’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above.
Net Receivables Pool Balance means, at any time of determination: (a) the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool, minus (b) the Excess Concentration.
Class D Noteholders’ Interest Carryover Shortfall means, with respect to any Payment Date, the excess, if any, of the Class D Noteholders’ Monthly Accrued Interest for the preceding Payment Date and any outstanding Class D Noteholders’ Interest Carryover Shortfall on such preceding Payment Date, over the amount in respect of interest that was actually paid to Noteholders of Class D Notes on such preceding Payment Date, plus interest on the amount of interest due but not paid to Noteholders of Class D Notes on the preceding Payment Date, to the extent permitted by law, at the Class D Interest Rate for the related Interest Period.
Class C Noteholders’ Interest Carryover Shortfall means, with respect to any Payment Date, the excess, if any, of the Class C Noteholders’ Monthly Accrued Interest for the preceding Payment Date and any outstanding Class C Noteholders’ Interest Carryover Shortfall on such preceding Payment Date, over the amount in respect of interest that was actually paid to Noteholders of Class C Notes on such preceding Payment Date, plus interest on the amount of interest due but not paid to Noteholders of Class C Notes on the preceding Payment Date, to the extent permitted by law, at the Class C Interest Rate for the related Interest Period.
Inventory Value has the meaning set forth in Section 2.1.