Eligible Consigned Inventory means Eligible Inventory of Borrower or Borrowing Base Guarantor on consignment (A) on a location at which the aggregate Cost of such Eligible Inventory is no less than $100,000, (B) with a consignee of Borrower or Borrowing Base Guarantor with respect to which the aggregate Cost of such consigned Eligible Inventory is not less than $500,000, and (C) with respect to which Collateral Agent shall have received, in each case in form and substance satisfactory to Collateral Agent:
Eligible Consigned Inventory means, at the time of any determination thereof, Inventory of the Borrower which is Precious Metals, valued at the Market Value thereof, which (i) would constitute Hedged Inventory (and Eligible Precious Metals), but for clause (d) of the definition of Eligible Precious Metals, (ii) is subject to the first priority perfected security interest granted to Agent on behalf of the Lenders, (iii) is subject to a consignment memorandum issued by the Borrower upon shipment to an Eligible Consignee and has been in the possession of such Eligible Consignee for less than thirty (30) days from the invoice date and (iv) has been delivered to an Eligible Consignee on terms and conditions satisfactory to Agent, provided that:
Eligible Consigned Inventory means Eligible Inventory of a U.S. Loan Party on consignment if such Eligible Inventory is easily identifiable as belonging to such Loan Party and Loan Party has (i) properly and timely perfected its purchase money security interest in the Inventory and assigned such interest to the Administrative Agent, all in accordance with Article 9 of the UCC and (ii) entered into or delivered such other documentation or agreements as the Administrative Agent may request in its Permitted Discretion, including without limitation consignment agreements, UCC searches, notices or Collateral Access Agreements.
Examples of Eligible Consigned Inventory in a sentence
All Eligible Inventory and Eligible Consigned Inventory of Borrower set forth in a borrowing base certificate delivered to Lender, as of the date of such certificate, is of good and merchantable quality, free from defects.
More Definitions of Eligible Consigned Inventory
Eligible Consigned Inventory means Eligible Inventory of any Credit Party on consignment (a) located in the United States (or, if on consignment with any wholly-owned Subsidiary of Holdings organized under the laws of Canada, Canada), (b) at a location at which the aggregate book value of such Eligible Inventory is no less than $100,000, and (c) with respect to which Agent shall have received, in each case in form and substance reasonably satisfactory to Agent: (i) a valid consignment agreement or arrangement which is reasonably satisfactory to Agent is in place with respect to such Eligible Inventory; (ii) UCC or PPSA (Canada) searches against the consignee in those jurisdictions in which such Eligible Inventory is subject to consignment and the jurisdiction in which the consignee is organized or maintains its principal place of business and such other searches that the Agent reasonably deems necessary or appropriate; (iii) UCC-1 or PPSA (Canada) financing statements with respect to the consignee and the consigned Inventory filed at the appropriate offices which are duly assigned to Agent; (iv) a written notice to any lender making loans to the consignee secured by Inventory of the applicable Credit Party’s ownership interest in such Eligible Inventory; and (v) an agreement in writing from the consignee, pursuant to which such consignee, inter alia, acknowledges the first priority security interest of Agent in such Collateral, agrees to waive any and all claims such consignee may, at any time, have against such Collateral, whether for processing, storage, breach of warranty (with respect to prior purchases) or otherwise, and agrees to permit Agent access to the premises of such consignee so as to remove such Collateral from such premises and acknowledges that it holds and will hold possession of the Collateral for the benefit of Agent and agrees to follow all reasonable instructions of Agent with respect thereto.
Eligible Consigned Inventory means finished goods Inventory which has been consigned by Borrower to a consignee pursuant to an agreement in form and substance satisfactory to Agent and with respect to which Borrower has taken such steps as are reasonably required by Agent to protect Borrower’s ownership interest therein and Agent’s security interest therein and which otherwise satisfies all of the requirements set forth in the definition of the term “Eligible Inventory”, but for the fact that it is in the possession of a consignee.
Eligible Consigned Inventory means, at the time of any determination thereof, Inventory of the Borrower which is Precious Metals, valued at the Market Value thereof, which (i) would constitute Hedged Inventory (and Eligible Precious Metals), but for clause (d) of the definition of Eligible Precious Metals, (ii) is subject to the first priority perfected security interest granted to the Administrative Agent on behalf of the Secured Parties, (iii) is subject to a consignment memorandum issued by the Borrower upon shipment to an Eligible Consignee and has been in the possession of such Eligible Consignee for less than thirty (30) days from the invoice date and (iv) has been delivered to an Eligible Consignee on terms and conditions satisfactory to the Administrative Agent, provided that:
Eligible Consigned Inventory means Eligible Inventory of the Borrowers on consignment (A) on any location at which the aggregate Cost of such Eligible Inventory is no less than $100,000, (B) with a consignee that (i) has not suspended business, (ii) has not made a general assignment for the benefit of creditors, (iii) has not failed to pay its debts generally as they come due, (iv) has not filed, or against which has not been filed, a petition under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors or (v) is otherwise, in the reasonable credit judgment of the Collateral Agent, able to meet its obligations under the applicable Coal Supply Agreement for the remainder of the term of such Coal Supply Agreement, (C) which meets the minimum specifications that require the consignee to accept such Eligible Inventory under the applicable Coal Supply Agreement or, if such specifications are not met, the consignee has confirmed its agreement to purchase such Eligible Inventory in a manner reasonably acceptable to the Collateral Agent and (D) with respect to which Collateral Agent shall have received, in each case in form and substance satisfactory to Collateral Agent:
Eligible Consigned Inventory and all constituent definitions contained in such term as set forth in the ABL Credit Agreement shall have the meaning set forth in the ABL Credit Agreement as in effect on the date hereof or as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the ABL Intercreditor Agreement.
Eligible Consigned Inventory means Inventory that would be Eligible Inventory but for the fact that it is Consigned Inventory, but only if (a) such Inventory is located with [***] (“[***]”), (b) such Inventory is located with [***] for purchase by [***], (c) Agent has received and been reasonably satisfied with its review of the consignment agreement between the applicable Loan Party and [***], (d) the applicable Loan Party has duly filed a Uniform Commercial Code filing, as applicable, as to such consignment arrangement with respect to [***] and assigned such filing to Agent, (e) all applicable notices to the holders of Liens with respect to the inventory of [***] have received notice of such Loan Party’s and Agent’s interests and (f) Agent has received a Lien Waiver Agreement satisfactory to Agent in its Permitted Discretion, duly executed by [***].
Eligible Consigned Inventory means, as of the date of determination thereof, without duplication of any other Inventory included in the Borrowing Base, Inventory of a Loan Party that is consigned by a Loan Party to a Person which is not a Loan Party (the “Applicable Consignee”) and, except as otherwise agreed by the Administrative Agent in its Permitted Discretion, meets each of the following criteria: (a) prior to the date that any such Inventory is included in the Borrowing Base, the charter, articles or other constating documents (including any amendments thereto) of the Applicable Consignee certified by the relevant Governmental Authority of the jurisdiction of organization of such Applicable Consignee has been provided to the Administrative Agent; (b) prior to the date that any such Inventory is included in the Borrowing Base, the Administrative Agent shall have received the results of recent searches of Uniform Commercial Code filings, PPSA or equivalent filings, and judgment and tax lien searches made with respect to the Applicable Consignee in the states, provinces, territories or other jurisdictions of formation of such Persons and with respect to such other locations where the consigned Inventory is located together with copies of the financing statements (or similar documents) disclosed by such searches; (c) the Loan Parties shall have delivered notices of the Administrative Agent’s Lien, in form and substance reasonably satisfactory to the Administrative Agent, to secured creditors of the Applicable Consignee (if applicable) prior to delivery of such Inventory; (d) the Administrative Agent shall have received evidence that the Loan Parties have filed proper financing statements in all jurisdictions necessary to perfect a Lien on the consigned Inventory and such financing statements shall have been assigned to the Administrative Agent pursuant to assignments of financing statements in form and substance acceptable to the Administrative Agent in its Permitted Discretion and which have been filed in the proper jurisdictions; (e) the Loan Parties shall have entered into a consignment agreement with the Applicable Consignee in form and substance satisfactory to the Administrative Agent in its Permitted Discretion; (f) for Applicable Consignees with respect to which Inventory in excess of $10,000,000 shall have been consigned to such Applicable Consignee, the Administrative Agent shall have received Collateral Access Agreement with the Applicable Consignee in form and substance ...