Eligible Inventories as of any date means the consolidated inventories of the Company and its Restricted Subsidiaries (net of any reserve) on the basis of the method of accounting (either last in/first out or first in/first out) used by the Company in the preparation of its financial statements included in the latest Form 10-K filed by the Company under the Securities Act, as shown on a consolidated balance sheet of the Company and its Restricted Subsidiaries, all in accordance with GAAP.
Eligible Inventories means all first quality finished goods inventories owned by the Credit Parties, and all first quality raw materials inventories owned by Altama and Xxxxxxxx, valued at the lower of cost (on a FIFO basis) or market, minus such reserves as the Credit Parties have historically established including but not limited to (i) shrinkage reserves, (ii) markdown reserves, (iii) reserves which restore standard costs to actual costs and (iv) customer deposits on contracts. Eligible Inventories do not include:
Eligible Inventories means inventory owned by a Credit Party (“Inventory”) which has been identified and described to the Lender’s reasonable satisfaction, and is represented by the Borrower as meeting all of the following criteria on the date any Revolving Credit Loan based thereon is outstanding: (a) a Credit Party is the sole owner of the Inventory, none of the Inventory is being held or shipped by such Credit Party on a consignment or approval basis, such Credit Party has not sold, assigned or otherwise transferred all or any portion thereof, and none of the Inventory is subject to any claim, lien, or security interest other than in favor of Lender; (b) if any of the Inventory is represented or covered by any document of title, instrument or chattel paper, a Credit Party is the sole owner of all such documents, instruments, and chattel paper, all of which are in the possession of such Credit Party, none thereof has been sold, assigned, or otherwise transferred, and none thereof is subject to any claim, lien or security interest other than in favor of Lender; and (c) the Inventory consists of saleable non-obsolete, commodity type raw materials that are earmarked for specific orders or long-term customer forecasts and is not excess as shown on the Borrower’s Excess Stock Report or determined by the Lender’s collateral audits, and finished goods manufactured or acquired by a Credit Party in the ordinary course of such Credit Party’s business, as conducted on the date hereof, subject to its contract or sole possession and located in places where Credit Parties maintain, or will maintain, Inventory, and at locations for which landlord or bailee waivers in form and substance acceptable to Lender have been executed and delivered by such landlord or bailee to Lender; and any Inventory which the Lender in the good faith exercise of its sole discretion from time to time has deemed to be ineligible because the Lender otherwise considers the collateral value to the Lender to be impaired or its ability to realize such value to be insecure.
Examples of Eligible Inventories in a sentence
The Borrowing Base shall be subject to reduction by the amount of Reserves applicable from time to time, and by the amount of any Account or any Inventory that was included in the Borrowing Base but that the Lender determines fails to meet the respective criteria applicable from time to time for Eligible Accounts or Eligible Inventories.
Without implying any limitation on the Lender’s discretion with respect to the Borrowing Base, the criteria for Eligible Accounts and for Eligible Inventories contained in the respective definitions of Eligible Accounts and of Eligible Inventories are in part based upon the business operations of the Credit Parties existing on or about the Closing Date and upon information and records furnished to the Lender by the Credit Parties.
Without limiting the obligations of such Company under this Section 7.17, it is understood and agreed that any Inventory that is subject to a landlord's, landlord's mortgagee's or warehouseman's Lien or any other Lien not created by the Security Documents shall not be included in Eligible Inventories.
More Definitions of Eligible Inventories
Eligible Inventories will mean at the time of any determination thereof, the book value (calculated in accordance with GAAP) of such Inventory of raw materials and finished goods of the Company, not to exceed the lesser of (i) 80% of Eligible Accounts Receivables or (ii) $2,500,000, as the Agent, in its reasonable discretion, shall elect to consider Eligible Inventory for purposes of this Second Restated Credit Agreement (such value to be determined by the Agent in its reasonable discretion taking into consideration, among other factors, the lower of its cost or market value, and appropriate reserves, including but not limited to reserves and adjustments as appearing in the Company's general ledger with the exception of LIFO), but in each case only to the extent the Agent possesses a valid, perfected, first priority security interest in such Inventory as security for payment of the Obligations and such Inventory is subject to no liens other than Permitted Liens. Without limiting the generality of the foregoing, Eligible Inventory will not include (a) any Inventory located outside of the United States, (b) any Inventory not in the actual possession of the Company or any Inventory in the possession of a bailee, warehousemen, consignee, subcontractor or similar third party, (c) any Inventory subject to lien or claim of title of a Governmental Authority under 32 C.F.R. section 7-104.35(b)/FAR 52.232.16, (d) any Inventory consisting of work in process, packing, packaging and/or shipping supplies or materials, including but not limited to solvents, melts and plastic film inventories, (e) any Inventory located on a leasehold as to which the lessor has not entered into a consent and agreement with the Agent providing the Agent with the right to receive notice of default and/or termination of the lease and the right to repossess such Inventory and enter upon such premises at any time and such other rights as may be required by the Agent, (f) any Inventory that is evidenced by a Receivable or the subject of any advance payment or progress payment, and (g) any Inventory which the Agent reasonably determines at any time and in good faith to be defective, in poor condition, unmerchantable or obsolete. Inventory which is at any time Eligible Inventory, but which subsequently fails to meet the criteria for Eligible Inventory, shall immediately cease to be Eligible Inventory for the purpose of determining the Borrowing Base under this Second Restated Credit Agreement. Notwithstanding the fore...
Eligible Inventories means, at any date of determination thereof, the aggregate value (determined at the lower of cost or market on a basis consistent with that used in the preparation of the financial statements referred to in Section 6.04(a)) at such date of all Inventories owned by any Company and located in any jurisdiction in the United States of America as to which appropriate UCC financing statements have been filed naming such Company as "debtor" and the Agent as "secured party", all net of any amounts payable by such Company in respect of
Eligible Inventories have been determined as provided in the Financing Documents.
Eligible Inventories means, at any date, the amount set forth opposite the item “Inventories” (or any similar replacement item) on the consolidated financial statements of Holdings prepared in accordance with GAAP at such date, net of any inventory not owned solely by Holdings or its Restricted Subsidiaries or which are encumbered by Liens to secure Indebtedness, except the second priority Lien in favor of the Administrative Agent on behalf of the Secured Parties hereunder and a first priority Lien in favor of the collateral agent on behalf of the secured parties under the Revolving Credit Agreement.
Eligible Inventories means the collective reference to Inventory owned by a Credit Party which has been identified and described to the Lender’s reasonable satisfaction and is held for sale in the ordinary course of business, valued at the lower of the net purchase cost or net manufacturing cost or the prevailing market value, excluding, however, any Inventory which consists of:
Eligible Inventories means inventory owned by a Credit Party (“Inventory”) which has been identified and described to the Lender’s reasonable satisfaction, and is represented by the Borrower as meeting all of the following criteria on the date any Revolving Credit Loan based thereon is outstanding:
Eligible Inventories is amended as follows: