Eligible Foreign Inventory. Inventory owned by a Foreign Borrower: (a) with respect to which Agent or a Security Trustee has a valid and perfected first priority Lien, first floating charge or similar non-possessory interest (subject, in each case, only to Customary Permitted Liens described in clause (a) of the definition thereof), (b) with respect to which no representation, warranty or covenant contained in any Loan Document has been breached, (c) which is not in, Agent’s Permitted Discretion, obsolete, unmerchantable or subject to any statutory, contractual or other title retention or similar agreement or arrangement, (d) (i) located on the premises of a UK Borrower in England and Wales or Northern Ireland, a Dutch Borrower in the Netherlands or an Australian Borrower in Australia (as applicable) or (ii) in transit from the premises or warehouses of any U.S. Borrower to the premises of any Foreign Borrower or in transit from the premises of any Foreign Borrower to the premises of such or any other Foreign Borrower and as to which the issuer of the related xxxx of lading (or other applicable document issued by a transporter under applicable law with respect to Inventory in transit) and the agent at the destination named in such xxxx of lading (or other applicable document issued by a transporter under applicable law with respect to Inventory in transit) have executed a Lien Waiver, and (iii) as to which the related xxxx of lading (or other applicable document issued by a transporter under applicable law with respect to Inventory in transit) is not a negotiable xxxx of lading (or negotiable document), and (e) which Agent deems to be Eligible Foreign Inventory, based on such credit and collateral considerations as Agent deems appropriate in its Permitted Discretion. Except as otherwise agreed to by Agent, no Inventory of any Foreign Borrower shall be Eligible Foreign Inventory if such Inventory is located, stored, used or held at leased premises or the premises of a third party unless other appropriate action satisfactory to Agent shall have been taken to make the rights of Agent in such Inventory effective against third parties, with respect to such location. The Agent reserves the right to create, from time to time, additional categories of ineligible Inventory.
Eligible Foreign Inventory means Inventory owned by the Operating Multicurrency Borrowers:
Eligible Foreign Inventory means Inventory purchased or manufactured by Borrower for resale located in the United States, other than Inventory that is excluded under the Borrower Agreement and this Exim Agreement. Eligible Foreign Inventory shall not include the following:
Examples of Eligible Foreign Inventory in a sentence
Monthly perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports as are requested by Bank in its good faith business judgment, all within fifteen days after the end of each month (when Eliible Domestic Inventory is included in the Domestic Borrowing Base and/or when Eligible Foreign Inventory is included in the EXIM Borrowing Base).
The aggregate amount of all Advances outstanding at any time to finance Exim Eligible Foreign Inventory may not exceed the Exim Inventory Facility Amount.
Each Borrowing Base Certificate shall contain information, in reasonable detail, as to (A) Eligible Foreign Receivables and Eligible US Receivables (updated, in each case, weekly) and (B) Eligible Foreign Inventory and Eligible US Inventory (updated, in each case, monthly).
All Exim Eligible Foreign Inventory is in all material respects of good and marketable quality, free from material defects.
Eligible Inventory: the Eligible Foreign Inventory and/or Eligible U.S. Inventory, as the context may require.
More Definitions of Eligible Foreign Inventory
Eligible Foreign Inventory is Borrower’s Inventory located in Germany or Israel that otherwise meets all of the Borrower’s representations and warranties in Section 5.3 and is otherwise acceptable to Bank in all respects.
Eligible Foreign Inventory is Borrower’s Inventory located in Germany or Israel that otherwise meets all of the Borrower’s representations and warranties in Section 5.3 and is otherwise acceptable to Bank in all respects. 9 The Loan Agreement shall be amended by deleting the following text appearing as clause (g) in the definition of “Permitted Investments” appearing in Section 31.1 thereof: “(g) extensions, refinancings, modifications, amendments and restatements of any items of Permitted Indebtedness (a) through (f) above; provided that the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms upon Borrower or its Subsidiary, as the case may be.” and inserting in lieu thereof the following:
Eligible Foreign Inventory means, with respect to any Local Currency Borrower, the gross dollar value (valued at the lower of cost or market value) of the inventory of such Local Currency Borrower which conforms to the representations and warranties contained in the Security Agreement to which such Local Currency Borrower is a party and which continues to be acceptable to the Agents in their reasonable judgment, less (i) any goods returned or rejected (except to the extent that such returned or rejected goods continue to conform to the representations and warranties contained in such Security Agreement) by customers and goods to be returned to suppliers, (ii) the amount of any advance payments made by customers with respect to inventory of such local Currency Borrower and (iii) reserves required by the Agents in their reasonable judgment. The value of such inventory shall be determined by the Agents in their reasonable judgment.
Eligible Foreign Inventory means, as of any date of determination thereof, all Inventory owned by (and in the possession or under the control of) SIE and located in England; provided that Eligible Foreign Inventory shall include only such Inventory as is otherwise reasonably acceptable to the Lender in its good faith discretion from time to time and in any event shall not include any of the following: (a) work-in-process; (b) Inventory located at leased premises or a warehouse with respect to which the Lender has not received a landlord’s or warehousemen’s waiver and agreement on terms reasonably satisfactory to it; (c) Inventory as to which the Lender does not hold a duly perfected first priority charge; (d) Inventory which is subject to any legal encumbrance other than pursuant to the Security Documents; (e) Inventory which in the reasonable judgment of the Lender is considered to be not merchantable; (f) Inventory in-transit to the Borrower; (g) Inventory which has not been fully paid for by SIE; and (h) consigned Inventory. The value of Eligible Foreign Inventory shall be determined at the lower of cost or market value in accordance with GAAP.
Eligible Foreign Inventory means Inventory of a Borrower which is located in the United Kingdom and which meets each of the requirements set forth in clauses (a) through (e) and (g) through (l) of the definition of "Eligible Domestic Inventory"; provided, that Inventory located at NP Aerospace's leased property located at 000 Xxxxxxxxx Xx., Xxxxxxxx, Xxxxxxx with a book value of up to (pound)200,000 shall not be excluded from "Eligible Foreign Inventory" as a result of NP Aerospace's failure to deliver a Collateral Access Agreement with respect to such property. Inventory which is at any time Eligible Foreign Inventory but which subsequently fails to meet any of the foregoing requirements shall forthwith cease to be Eligible Foreign Inventory. For purposes of this definition, Inventory shall not be deemed to meet the requirement of subsection (i) of clause (a) described above unless the Borrowers shall have executed and delivered to Administrative Agent all Foreign Collateral Documents (which shall include such opinions of counsel as may be requested by the Agent) in favor of the Administrative Agent and/or Security Trustee as the Administrative Agent and/or Security Trustee may require to obtain and perfect a Lien in such Inventory and the Borrowers shall have taken such other action as the Administrative Agent shall have reasonably requested to create and perfect such Lien.
Eligible Foreign Inventory. See Schedule attached hereto. "Eligible Foreign Receivables" See Schedule attached hereto.
Eligible Foreign Inventory means Inventory consisting of raw materials, work in process and finished goods that is held by Borrower in the United States for resale and shipment outside of the United States and is acceptable to Silicon, the sale of which will generate an Eligible Foreign Account. Notwithstanding any of the foregoing, and without limiting the fact that the determination of which accounts and inventory are eligible for borrowing is a matter of Silicon's discretion, the following will not be deemed eligible for borrowing: accounts or inventory which are not subject to the Borrower Agreement dated June __, 1998 between Silicon and the Borrower, a copy of which is attached hereto, and including the annexes attached thereto (collectively referred to as the "Exim Borrower Agreement") with respect to the guarantee by the Export Import Bank of the United States in favor of Silicon. AGREEMENT SUBJECT TO EXIM BORROWER GUARANTEE; COSTS: This Agreement is subject to all of the terms and conditions of the Exim Borrower Agreement (including without limitation any attachments and annexes thereto) which are hereby incorporated herein by this reference. Borrower expressly agrees to perform all of the obligations and comply with all of the affirmative and negative covenants and all other terms and conditions set forth in the Exim Borrower Agreement as though the same were expressly set forth herein, and all of the same are hereby incorporated herein by this reference. In the event of any conflict between the terms of the Exim Borrower Agreement and the other terms of this Agreement, whichever terms are more restrictive shall apply. Borrower shall reimburse Silicon for all fees and all out of pocket costs and expenses incurred by Silicon with respect to the Exim Borrower Agreement, including without limitation all facility fees and usage fees, and Silicon is authorized to debit Borrower's account with Silicon for such fees, costs and expenses when paid by Silicon. ================================================================================