Eligible Inventory means and include Inventory, excluding work in process, with respect to each Borrower, valued at the lower of cost or market value, determined on a first-in, first-out basis, which is not obsolete, slow moving or unmerchantable as determined by Agent in its Permitted Discretion and which Inventory, based on such considerations as Agent may from time to time deem appropriate in its Permitted Discretion including whether the Inventory is subject to a perfected, first priority security interest in favor of Agent and no other Lien (other than a Permitted Encumbrance). Notwithstanding anything herein to the contrary, no Inventory shall be Eligible Inventory to the extent such Inventory was acquired by a Borrower pursuant to an entity creation under Section 7.12 or a Permitted Acquisition, unless Agent has (i) completed field examinations with respect to such Inventory, the results of which are satisfactory in form and substance to Agent in its Permitted Discretion or (ii) waived such restriction in its Permitted Discretion. In addition, Inventory shall not be Eligible Inventory if it: (a) does not conform in all material respects to all standards imposed by any Governmental Body which has regulatory authority over such goods or the use or sale thereof; (b) is in transit (other than between one or more locations where Borrowers are permitted hereunder to maintain or store Inventory and such location is the subject of a Lien Waiver Agreement or a Processor’s Agreement, as applicable, unless such location is owned by Borrower); (c) is located outside the continental United States or at a location that is not otherwise in compliance with this Agreement; (d) constitutes Consigned Inventory (other than Consigned Inventory that is subject to a warehouseman’s waiver in form and substance satisfactory to Agent); (e) is the subject of an Intellectual Property Claim; (f) 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 Inventory, 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 Permitted Discretion); (g) at any time following seventy-five (75) days after the Closing Date (or such later date agreed to by Agent), is situated at a location not owned by...
Eligible Inventory means, at any time, the Inventory of a Borrower which the Administrative Agent determines in its Permitted Discretion is eligible as the basis for the extension of Revolving Loans and Swingline Loans and the issuance of Letters of Credit. Without limiting the Administrative Agent’s discretion provided herein, Eligible Inventory of a Borrower shall not include any Inventory:
Eligible Inventory means 1) Inventory (as defined below) and 2) raw materials and finished goods ordered by the Borrower with a Bank issued Letter of Credit, which at all times is acceptable to Bank in the exercise of its reasonable business judgment and which is customary either in the commercial finance industry or in the lending practices of Bank, less any: (a) work-in-process; (b) supplies (other than raw material); (c) Inventory not present in the United States of America (other than Inventory ordered by the Borrower under a Bank issued Letter of Credit Guaranty); (d) finished goods returned or rejected by the Borrower's customers other than finished goods that are undamaged and resalable in the normal course of business; (e) Inventory to be returned to the Borrower's suppliers; (f) Inventory in transit to third parties (other than the Borrower's agents or warehouses), provided that the Borrower has title to such in-transit Inventory, has possession of all delivery and warehouse receipts, and all insurance and shipping documentation relating thereto is reasonably satisfactory to Bank; (g) Overhead Capitalization (as defined below) in excess of thirteen percent (13%) of Inventory; and (h) any reserves required by Bank in its reasonable discretion, including for special order goods, market value declines and bill xxx hold (deferred shipment), consignment sales amounts due by the Borrower to freight forwarder(s) for any applicable customs, duties and taxes, and any royalty payments pursuant to any applicable licensing agreements.
Examples of Eligible Inventory in a sentence
For the avoidance of doubt, at all times prior to the joinder of a Subsidiary as contemplated above, no Subsidiary shall be a Loan Party and the Eligible Accounts, Eligible Inventory, Eligible M&E and Eligible Real Property of such Subsidiary shall not be included in the Borrowing Base.
More Definitions of Eligible Inventory
Eligible Inventory means, as of the date of determination thereof, items of Inventory (but not In-Transit Inventory) of the Borrower that are finished goods, merchantable and readily saleable to the public in the ordinary course of the Borrower’s business and deemed by the Agent in its Permitted Discretion to be eligible for inclusion in the calculation of the Borrowing Base, in each case that, except as otherwise agreed by the Agent, (A) complies with each of the representations and warranties respecting Inventory made by the Borrower in the Loan Documents, and (B) is not excluded as ineligible by virtue of one or more of the criteria set forth below. Except as otherwise agreed by the Agent, in its Permitted Discretion, the following items of Inventory shall not be included in Eligible Inventory:
Eligible Inventory means all Inventory of the Borrower, at the lower of cost or market value as determined in accordance with GAAP; provided, however, that the following shall not in any event be deemed Eligible Inventory:
Eligible Inventory means Inventory that constitutes raw materials and first quality finished goods (including parts held for sale, but not spare parts) and that, unless the Agent in its reasonable discretion elects: (a) is not, in the Agent's reasonable opinion, obsolete, slow moving, unmerchantable, or subject to a product recall (unless the problem giving rise to the recall has been corrected to the reasonable satisfaction of the Agent); (b) other than Eligible Imported Inventory, is located at premises owned by the Borrower or other Loan Party or on premises otherwise reasonably acceptable to the Agent, provided, however, that Inventory located on premises leased to the Borrower or other Loan Party shall not be Eligible Inventory unless the Borrower or other Loan Party (as applicable) shall have delivered to the Agent a written waiver or subordination agreement, duly executed on behalf of the appropriate landlord and in form and substance reasonably acceptable to the Agent, of all Liens which the landlord for such premises may be entitled to assert against such Inventory; (c) is subject to a first priority perfected Agent's Lien; (d) is not used Inventory, work-in-process, spare parts, packaging and shipping materials, promotional Inventory, supplies, bill-xxx-hold Inventory, returned or defective Inventory, or Inventory delivered to the Borrower or other Loan Party (as applicable) on consignment; (e) is not bicycle Inventory having a model year more than one calendar year prior to the current calendar year; and (f) the Agent, in the exercise of its reasonable commercial discretion, deems eligible as the basis for Revolving Loans based on such collateral and credit criteria as the Agent may from time to time establish. Notwithstanding the foregoing, Eligible Inventory shall not include at any time: (i) Eligible Year Old Inventory in excess of $5,000,000, except in the first quarter of each calendar year when the value may not exceed $7,500,000; (ii) parts held for sale and accessories in excess of $35,000,000, except in January through June of each calendar year when the value may not exceed $40,000,000; and (iii) Eligible Imported Inventory in excess of $15,000,000. If any Inventory at any time ceases to be Eligible Inventory, such Inventory shall promptly be excluded from the calculation of Eligible Inventory.
Eligible Inventory has the meaning ascribed to it in Section 1.7 of the Agreement.
Eligible Inventory means all Inventory of the Loan Parties reflected in the most recent Borrowing Base Certificate, except any Inventory with respect to which any of the exclusionary criteria set forth below applies (unless the Administrative Agent in its sole discretion elect to include such Inventory). No Inventory shall be Eligible Inventory if:
Eligible Inventory means Inventory, valued at the lower of cost (on a first-in, first-out basis) or market, which the Agent, in its reasonable discretion, determines to be Eligible Inventory. Without limiting the discretion of the Agent to establish other criteria of ineligibility, Eligible Inventory shall not, unless the Agent in its sole discretion elects, include any Inventory:
Eligible Inventory. [NOT APPLICABLE].