Eligible Acquired Equipment definition

Eligible Acquired Equipment means any Equipment that is (a) acquired (or to be acquired substantially contemporaneously with the funding of any applicable Acquisition with the proceeds of a Designated Acquisition Borrowing) by a Domestic Borrower (and/or the Equipment of any Domestic Subsidiary that is acquired (or substantially contemporaneously acquired, as the case may be) and has or will become a Domestic Borrower pursuant to Section 5.10) in connection with an Acquisition permitted under this Agreement, but excluding any such Equipment that is not in good working order and condition (ordinary wear and tear excepted) or is not used or held for use by the applicable Domestic Borrowers or such Domestic Subsidiary in the ordinary course of business of the Domestic Borrowers or such Domestic Subsidiary and (b) acceptable to the Administrative Agent in its reasonable credit judgment.
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Eligible Acquired Equipment means Equipment of any Borrower acquired as part of the acquisition of the assets of another business after the date of this Agreement which Lender, in good faith, determines to be eligible. Without limiting the foregoing, unless otherwise agreed by Lender, the following Equipment of any Borrower is not Eligible Acquired Equipment: (i) Equipment which is not in good condition; (ii) Equipment which is obsolete; (iii) New Equipment which Lender determines, in good faith, to be unacceptable due to age, type, category and/or quantity; (iv) Equipment with respect to which Lender does not have a first and valid fully perfected security interest; (v) Equipment which may constitute fixtures under applicable law; or (vi) Equipment which is stored with or located on the premises of a bailee, consignee, warehouseman, processor or other third party.
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Eligible Acquired Equipment means, with respect to any Permitted --------------------------- Acquisition by Borrower which is to be financed in whole or in part with an Acquisition Loan, Equipment which is acquired or to be acquired by Borrower with proceeds of such Acquisition Loan, or which is owned by a Person that becomes an Acquired Subsidiary as a result of such Acquisition, and is deemed by Lender in the exercise of its sole good faith discretion to be eligible for purposes of determination of the Tranche A Acquisition Loan Amount with respect to such Acquisition Loan. Unless otherwise approved in writing by Lender, no such Equipment shall be deemed to be Eligible Acquired Equipment unless it meets all of the following requirements: (a) such Equipment is owned by Borrower or such Acquired Subsidiary of Borrower, and is subject to the Security Interest which is perfected as to such Equipment and is subject to no other Lien whatsoever other than a Permitted Lien and (b) Borrower has delivered, or caused to be delivered, to Lender such information and documentation, including without limitation all items required by Section 4.4, in each case in form and substance satisfactory to Lender.
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Examples of Eligible Acquired Equipment in a sentence

  • Reserves applicable to the Domestic Borrowing Base as determined by the Administrative Agent in its reasonable credit judgment.Notwithstanding the foregoing, the aggregate maximum amount of Eligible Acquired Receivables, Eligible Acquired Inventory and Eligible Acquired Equipment that may be included in the Domestic Borrowing Base pursuant to clauses (d),(f) and (h) after giving effect to each respective advance rate set forth therein shall not exceed ten percent (10%) of the Domestic Borrowing Base.


More Definitions of Eligible Acquired Equipment

Eligible Acquired Equipment in Agent’s sole discretion, Eligible Equipment acquired by a Borrower after the Fourth Amendment Effective Date as part of a Permitted Acquisition.
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Related to Eligible Acquired Equipment

  • Excluded Equipment means, at any date, any equipment or other assets of the Borrower or any Guarantor which is subject to, or secured by, a Capitalized Lease Obligation or a purchase money obligation if and to the extent that (i) a restriction in favor of a Person who is not Holdings or any Restricted Subsidiary of Holdings contained in the agreements or documents granting or governing such Capitalized Lease Obligation or purchase money obligation prohibits, or requires any consent or establishes any other conditions for or would result in the termination of such agreement or document because of an assignment thereof, or a grant of a security interest therein, by the Borrower or any Guarantor and (ii) such restriction relates only to the asset or assets acquired by the Borrower or any Guarantor with the proceeds of such Capitalized Lease Obligation or purchase money obligation and attachments thereto, improvements thereof or substitutions therefor; provided that all proceeds paid or payable to any of the Borrower or any Guarantor from any sale, transfer or assignment or other voluntary or involuntary disposition of such assets and all rights to receive such proceeds shall be included in the Collateral to the extent not otherwise required to be paid to the holder of any Capitalized Lease Obligations or purchase money obligations secured by such assets.

  • Fixed Equipment means any property affixed in any way to the Licensed Premises existing at the time Notice to Proceed is given, whose removal would damage the Licensed Premises.

  • Purchased Equipment means any equipment, including any Software, sold by BT to the Customer.

  • Covered Equipment means, unless otherwise specified in a Schedule, Covered Property:

  • Designated Equipment means either: (i) a server identified by serial number, or host I.D. on which the Licensed Materials are stored; or (ii) a computer or workstation, as identified by its serial number, host I.D. number or Ethernet address; to which the Licensed Materials are downloaded and Used only upon the issuance of a License Key. The Designated Equipment shall be of a manufacture, make and model, and have the configuration, capacity (i.e., memory/disk), operating software version level, and pre- requisite and co-requisite applications, prescribed in the Documentation as necessary or desirable for the operation of the Software.

  • Specified Equipment means the railway vehicles which the Train Operator is entitled to use in the provision of Services on the Network, as specified in paragraph 4 of Schedule 5;

  • Leased Equipment means the equipment which may include but not limited to modem provided by TM on lease basis to enable usage of the Service by the Customer, as may be decided by TM from time to time at its sole discretion.

  • Wholesale acquisition cost means the same as that term is defined in 42 U.S.C. Sec. 1395w-3a.

  • Eligible Equipment means, at any time of determination, Equipment owned by Borrower which Lender, in its sole discretion, deems to be eligible for borrowing purposes.

  • Existing Equipment means equipment, machines, devices or installations that are in operation prior to September 23, 1970.

  • Eligible Real Property means the real property listed on Schedule 1.01(a) owned by a Loan Party (i) that is located in the United States of America and is acceptable to the Agent in its Permitted Discretion for inclusion in the Borrowing Base, (ii) in respect of which an appraisal report has been delivered to the Agent in form, scope and substance satisfactory to the Agent in its Permitted Discretion, (iii) in respect of which the Agent is satisfied that all actions necessary or desirable in order to create perfected first priority Lien on such real property have been taken, including the presentation or delivery of the Mortgage to a title insurance company for recording, provided that the title insurance company has issued its title insurance policy to the Agent pursuant to clause (v) below in a New York style closing, (iv) in respect of which a Phase I environmental review report has been completed and delivered to the Agent in form and substance satisfactory to the Agent in its Permitted Discretion and which does not indicate any pending, threatened or existing Environmental Liability, or non compliance with any Environmental Law (except to the extent that Reserves for any such Environmental Liability deemed adequate by the Agent in its Permitted Discretion exist), (v) which is adequately protected by fully-paid valid title insurance with endorsements and in amounts acceptable to the Agent, insuring that the Agent, for the benefit of the Lenders, has a perfected first priority Lien on such real property, evidence of which shall have been provided in form and substance satisfactory to the Agent in its Permitted Discretion, and (vi) if required by the Agent: (A) an ALTA survey reasonably acceptable to the Agent and the title insurance company has been delivered for which all necessary fees have been paid and which is dated no more than 90 days prior to the date on which the applicable Mortgage is executed and delivered to a title insurance company for recording, certified to Agent and the issuer of the title insurance policy in a manner satisfactory to the Agent in its Permitted Discretion by a land surveyor duly registered and licensed in the state in which such Eligible Real Property is located and acceptable to the Agent in its Permitted Discretion; (B) in respect of which local counsel in states in which the Eligible Real Property is located have delivered a letter of opinion with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance satisfactory to the Agent in its Permitted Discretion; and (C) in respect of which such Loan Party shall have used its reasonable best efforts to obtain estoppel certificates executed by all tenants of such Eligible Real Property and such other consents, agreements and confirmations of lessors and third parties have been delivered as the Agent may deem necessary or desirable in its Permitted Discretion, together with evidence that all other actions that the Agent may deem necessary or desirable in order to create perfected first priority Liens on the property described in the Mortgages have been taken.

  • Contractor-acquired property means property acquired, fabricated, or otherwise provided by the Contractor for performing a contract, and to which the Government has title.

  • Permitted Securitization Financing means one or more transactions pursuant to which (i) Securitization Assets or interests therein are sold or transferred to or financed by one or more Special Purpose Securitization Subsidiaries, and (ii) such Special Purpose Securitization Subsidiaries finance (or refinance) their acquisition of such Securitization Assets or interests therein, or the financing thereof, by selling or borrowing against Securitization Assets (including conduit and warehouse financings) and any Hedging Agreements entered into in connection with such Securitization Assets; provided, that recourse to the Borrower or any Subsidiary (other than the Special Purpose Securitization Subsidiaries) in connection with such transactions shall be limited to the extent customary (as determined by the Borrower in good faith) for similar transactions in the applicable jurisdictions (including, to the extent applicable, in a manner consistent with the delivery of a “true sale”/“absolute transfer” opinion with respect to any transfer by the Borrower or any Subsidiary (other than a Special Purpose Securitization Subsidiary).

  • Farm equipment means equipment used directly for farming

  • Excluded Equity means any Voting Stock in excess of 66% of the total outstanding Voting Stock of any direct Subsidiary of any Grantor that is a Non-U.S. Person. For the purposes of this definition, “Voting Stock” means, as to any issuer, the issued and outstanding shares of each class of capital stock or other ownership interests of such issuer entitled to vote (within the meaning of Treasury Regulations § 1.956-2(c)(2)).

  • Gaming Equipment means any and all gaming devices, gaming device parts inventory and other related gaming equipment and supplies used in connection with the operation of a casino, including (without limitation), slot machines, gaming tables, cards, dice, chips, tokens, player tracking systems, cashless wagering systems, electronic betting systems, mobile gaming systems and associated equipment which are located at the Casino Components, owned or leased by Operating Company or Mortgage Borrower and used or useable exclusively in the present or future operation of slot machines and live games at the Casino Component, together with all improvements and/or additions thereto.

  • Financed Equipment is all present and future Eligible Equipment in which Borrower has any interest, the purchase of which is financed by an Equipment Advance.

  • Acquisition Assets With respect to an Acquisition, the aggregate net assets as of the effective date of such Acquisition of all Acquired Funds.

  • Special purpose equipment means equipment which is used only for research, medical, scientific, or other technical activities. Examples of special purpose equipment include microscopes, x-ray machines, surgical instruments, and spectrometers.

  • Additional Equipment means equipment that is not factory fitted in the Vehicle, including but not limited to navigation equipment (GPS), baby seat, bicycle rack etcetera;

  • Capital Equipment means machinery and equipment purchased or leased, and used in this state by the purchaser or lessee primarily for manufacturing, fabricating, mining, or refining tangible personal property to be sold ultimately at retail if the machinery and equipment are essential to the integrated production process of manufacturing, fabricating, mining, or refining. Capital equipment also includes machinery and equipment used primarily to electronically transmit results retrieved by a customer of an online computerized data retrieval system.

  • Service Equipment means any equipment, Software, systems, cabling and facilities provided by or on behalf of Verizon and used to facilitate provision of the Services at a Customer Site. Ownership of the Service Equipment does not pass to Customer. Service Equipment does not include Verizon Facilities.

  • Replacement Assets means (1) tangible non-current assets that will be used or useful in a Permitted Business or (2) substantially all the assets of a Permitted Business or a majority of the Voting Stock of any Person engaged in a Permitted Business that will become on the date of acquisition thereof a Restricted Subsidiary.

  • Qualified machinery and equipment means all new industrial

  • business acquisition report means a completed Form 51-102F4 Business Acquisition Report;

  • Manufactured-home transaction means a secured transaction: