Eligible Equipment definition
Eligible Equipment means Equipment of the Company or a Grantor which the Administrative Agent, in the exercise of its reasonable commercial discretion, determines to be Eligible Equipment. Without limiting the discretion of the Administrative Agent to establish other criteria of ineligibility, Eligible Equipment shall not (unless otherwise agreed to by the Administrative Agent) include any Equipment:
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.
Eligible Equipment is (a) general purpose computer equipment, office equipment, test and laboratory equipment, furnishings, subject to the limitations set forth herein, and (b) Other Equipment that complies with all of Borrower's representations and warranties to Bank and which is reasonably acceptable to Bank in all respects.
Examples of Eligible Equipment in a sentence
No Inventory or Equipment that Borrowers have reported to Agent as being Eligible Inventory, Eligible Equipment or Eligible Rolling Stock in the most recently delivered Borrowing Base Certificate is located outside the United States, Canada, or in the possession of any lessor, bailee, warehouseman or consignee, except as expressly indicated in Sections 28-32 of the Information Certificate(s) (or in the case of Rolling Stock between customer locations or locations of the Loan Parties).
More Definitions of Eligible Equipment
Eligible Equipment is (a) general purpose computer equipment, office equipment, test and laboratory equipment, furnishings, subject to the limitations set forth herein, and (b) Other Equipment that complies with all of Borrower’s representations and warranties to Bank and which is acceptable to Bank in all respects and in which Bank has a first priority Lien.
Eligible Equipment means a cigarette tax stamping machine that meets all of the following conditions:
Eligible Equipment means that Equipment of Borrower designated by Lender as eligible from time to time in its sole discretion, but excluding Equipment having any of the following characteristics:
Eligible Equipment means and include with respect to each Borrower, all such Equipment owned by (and in the possession or under the control of) a Borrower that is located at a premises in the continental United States owned and controlled by a Borrower or, at any time following seventy-five (75) days after the Closing Date (or such later date agreed to by the Agent), is situated at a location leased and controlled by a Borrower for which Agent has obtained a Lien Waiver 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 an amount not to exceed the equivalent of three (3) months’ rental obligation with respect to such location); provided that, Eligible Equipment shall not include Equipment (a) for which a Borrower does not have good and marketable title; (b) which was not acquired pursuant to an arms-length transaction; (c) which is used, damaged, inoperable or defective in any material way or is not in good working condition; (d) which is not subject to a first-priority perfected security interest in favor of the Agent or which is subject to any Lien (other than Permitted Encumbrances); (e) which does not conform in all material respects to all standards imposed by any Governmental Body which has regulatory authority over such Equipment or the use, lease or sale thereof; (f) which is covered by a negotiable document of title; (g) which is not covered by insurance in accordance with this Agreement; or (h) 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 Equipment, 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 sole discretion).
Eligible Equipment means the Equipment owned by a Borrower and meeting each of the following requirements:
Eligible Equipment. Equipment (excluding wine barrels) owned by a Borrower that is deemed by Agent, in its Permitted Discretion, to be Eligible Equipment, provided that no Equipment shall be Eligible Equipment unless: (a) such Equipment meets all standards imposed by any Governmental Authority, and has not been acquired from a Sanctioned Entity or Sanctioned Person; (b) such Equipment conforms with the covenants and representations herein; (c) such Equipment is subject to Agent’s duly perfected, first priority Lien, and no other Lien (other than Permitted Liens); (d) such Equipment is located within the United States; (e) such Equipment is not located on leased premises, premises subject to a mortgage, or in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless (i) the lessor, mortgagee or such Person in possession of the Equipment has delivered a Lien Waiver or a mortgagee waiver or an appropriate Rent and Charges Reserve has been established and (ii) if requested by Agent, the lessor, mortgagee or such Person in possession of the Equipment has agreed in writing that such Equipment shall be and remain personal property notwithstanding the manner of their annexation to any Real Estate or their adaptability to the uses and purposes of such Equipment; (f) except with respect to Equipment acquired in connection with a Permitted Acquisition, such Equipment shall have been purchased by a Borrower no earlier than 120 days prior to the date for which such Borrower delivered to Agent a request for a Capital Expenditure Loan or DDTL, as applicable, with respect to such Equipment and the purchase price of such Equipment shall have been paid in full or shall be paid in full; provided, however, that any Equipment acquired on or after January 1, 2019 and prior to the Closing Date shall be deemed to have satisfied the conditions of this clause (f); and (g) with respect to such Equipment, Borrower Agent has delivered to Agent (i) a copy of the invoice for the Equipment which is being purchased using the proceeds of the requested Capital Expenditure Loan or DDTL, as applicable, (ii) evidence that such Equipment has been delivered to Borrowers and installed, if necessary for its proper operation, (iii) evidence of payments of all taxes, shipping, delivery, handling, installation, overhead and other so called “soft” costs related to the purchase of such Eligible Equipment, (iv) evidence that such Eligible Equipment has been insured...
Eligible Equipment means, as to each Borrower, Equipment of such Borrower used in the ordinary course of such Borrower’s business, that in each case satisfy the criteria set forth below as reasonably determined by Agent. Eligible Equipment shall not include: (a) Equipment located outside the United States; (b) items of Equipment that are or have become fixtures other than trade fixtures which are readily removable from the premises on which they are located; (c) leased Equipment; (d) Equipment subject to a lien or security interest of any Person other than Agent except for non-consensual liens or security interests that are permitted under Sections 9.8(b), (c) or (d) hereof; (e) worn-out, obsolete or out-of-service Equipment; (f) Equipment acquired by any Borrower after the date hereof located on or affixed to the Premises (as defined in that certain Landlord Agreement dated on or about the Original Closing Date, by and among Jazz, Conexant and Agent (the "Conexant Landlord Agreement") with respect to which Equipment the parties to such Conexant Landlord Agreement shall not have agreed upon and delivered a revised Exhibit B to such Conexant Landlord Agreement pursuant to the terms thereof, which revised Exhibit B shall designate such Equipment as added to or included within the definition of "Personal Property" as set forth in the Conexant Landlord Agreement; and (g) any individual items of Equipment with an original cost or purchase price of less than $10,000. Any new criteria for Eligible Equipment may only be established by Agent in good faith based on either: (i) an event, condition or other circumstance arising after the date hereof, or (ii) an event, condition or other circumstance existing on the date hereof to the extent Agent has no notice thereof prior to the date hereof, in either case under clause (i) or (ii) which materially adversely affects or could reasonably be expected to materially adversely affect the Eligible Equipment in the good faith determination of Agent. Any Equipment that is not Eligible Equipment shall nevertheless be part of the Collateral.