Eligible Landed Inventory means Inventory consisting of first quality finished goods held for sale in the ordinary course of Borrowers’ business that complies with each of the representations and warranties respecting Eligible Inventory made in the Loan Documents, and that is not excluded as ineligible by virtue of the one or more of the excluding criteria set forth below; provided, however, that such criteria may be revised from time to time by Agent in Agent’s Permitted Discretion to address the results of any audit or appraisal performed by Agent from time to time after the Closing Date. In determining the amount to be so included, Inventory shall be valued at the lower of cost or market in accordance with GAAP on a basis consistent with the terms of Section 6.10, but without duplication of any reserves described in clause (c) of the definition of Inventory Reserve. An item of Inventory shall not be included in Eligible Inventory if:
Eligible Landed Inventory means Inventory consisting of first quality (including as a result of repackaging) finished goods held for sale in the ordinary course of each Credit Party’s business that complies with each of the representations and warranties respecting Eligible Inventory made in the Loan Documents, and that is not excluded as ineligible by virtue of the one or more of the excluding criteria set forth below; provided, however, that such criteria may be revised from time to time by Agent in its Permitted Discretion to address the results of any audit or appraisal performed by Agent from time to time after the Closing Date. In determining the amount to be so included, Inventory shall be valued at the lower of cost (determined on a perpetual basis) or market on a basis consistent with such Credit Party’s historical accounting practices, but excluding, for purposes of any such determination, the value of any capitalized costs unrelated to the acquisition of Inventory. An item of Inventory shall not be included in Eligible Landed Inventory if:
Eligible Landed Inventory means Inventory consisting of finished goods held for resale in the ordinary course of the business of Borrowers located in one of the locations of Borrowers set forth on Exhibit E hereto (as such schedule may be updated from time to time by Borrowers to exclude locations which have been closed and/or include additional locations of Inventory which Borrowers are permitted to establish under the terms of this Agreement) which are acceptable to Agent based on the criteria set forth below. In general, Eligible Landed Inventory shall not include:
(a) work-in-process;
(b) raw materials;
(c) spare parts for equipment;
(d) packaging and shipping materials;
(e) supplies used or consumed in Borrowers’ business;
(f) Inventory at premises other than those owned or leased and controlled by a Borrower unless Agent has either (i) received a Collateral Access Agreement in form and substance satisfactory to Agent with respect to such location or (ii) established a Reserve in an amount in accordance with the terms hereof with respect to such location;
(g) Inventory subject to a perfected security interest or lien in favor of any person other than Agent except those permitted in this Agreement including those that are subordinate to the security interest of Agent pursuant to an intercreditor agreement in form and substance satisfactory to Agent between Agent and the holder of such other security interest or lien;
(h) xxxx and hold goods;
(i) obsolete, out-of-season or slow moving Inventory;
(j) damaged and/or defective Inventory;
(k) Inventory returned by customers and not held for resale;
(l) Inventory consisting of samples or displays;
(m) Inventory held for return to vendors; and
(n) Inventory purchased or sold on consignment. General criteria for Eligible Landed Inventory may only be made more restricted and any new criteria for Eligible Landed Inventory 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) existing on the date hereof to the extent Agent has no written notice thereof from Borrowers prior to the date hereof, in either case under clause (i) or (ii) which adversely affects or could reasonably be expected to adversely affect the Inventory in the good faith determination of Agent. Any Inventory which is not Eligible Landed Inventory shall nevertheless be part of the Collateral.
Examples of Eligible Landed Inventory in a sentence
Within a commercially reasonable time following written notification with respect to any Non-Owned Warehouse, Borrower shall provide Agent a Collateral Access Agreement with respect thereto and if such agreement has not been obtained, Borrower’s Eligible Landed Inventory at that location shall be subject to the establishment of Reserves as set forth in the definition of “Eligible Landed Inventory”.
As to each item of Inventory that is identified by Borrowers as Eligible Landed Inventory or Eligible In-Transit Inventory in a Borrowing Base Certificate submitted to Agent, such Inventory is (a) of good and merchantable quality, free from known defects, and (b) not excluded as ineligible by virtue of one or more of the excluding criteria (other than any Agent-discretionary criteria) set forth in the definition of Eligible Landed Inventory or Eligible In-Transit Inventory.
The Borrower Parties hereby acknowledge, agree and confirm that, from and after the Increased Liquidity Effective Date, pursuant to clause (f) of the definition of Eligible Landed Inventory, slow moving or stale inventory shall not be included in Eligible Landed Inventory unless Agent, Co-Agent and Required Lenders otherwise elect in their sole discretion.
More Definitions of Eligible Landed Inventory
Eligible Landed Inventory means Inventory consisting of finished goods held for sale in the ordinary course of Borrower's business, that are located at or in-transit between Borrower's premises identified on Schedule E-1, that comply in all material respects with each and all of the representations and warranties respecting Inventory made by Borrower to the Lender Group in the Loan Documents, and that are and at all times continue to be acceptable to the Agent in all respects in Agent's reasonable credit judgment in accordance with Agent's customary business practices; provided, however, that standards of eligibility may be fixed and revised from time to time by the Agent in the Agent's reasonable credit judgment in accordance with Agent's customary business practices. In determining the amount to be so included, Inventory shall be valued at the lower of Cost or market on a basis consistent with Borrower's current and historical accounting practices. An item of Inventory shall not be included in Eligible Landed Inventory if:
Eligible Landed Inventory means Inventory consisting of first quality (including as a result of refurbishing or repackaging) finished goods held for sale in the ordinary course of Borrower’s business that complies with each of the representations and warranties respecting Eligible Inventory made in the Loan Documents, and that is not excluded as ineligible by virtue of the one or more of the excluding criteria set forth below; provided, however, that reserves may be imposed from time to time by Agent in Agent’s Permitted Discretion to address the results of any audit or appraisal performed by Agent from time to time after the Closing Date. In determining the amount to be so included, Inventory shall be valued at the lower of cost or market on a basis consistent with Borrower’s historical accounting practices, but excluding, for purposes of any such determination, the value of any capitalized costs unrelated to the acquisition of Inventory. An item of Inventory shall not be included in Eligible Landed Inventory if:
Eligible Landed Inventory means, as of any particular date, the portion of the Inventory of a Borrower that the Administrative Agent, in the exercise of its Permitted Discretion, determines to be Eligible Landed Inventory; provided, however, that without limiting the right of the Administrative Agent to establish other criteria of ineligibility, Eligible Landed Inventory shall not include any of the following Inventory:
Eligible Landed Inventory means, as of any date determination, Inventory consisting solely of finished goods, which is and remains acceptable to Agent for lending purposes; provided that there shall be excluded from Eligible Inventory (to the extent not excluded above):
Eligible Landed Inventory means Inventory consisting of first quality finished goods held for sale in the ordinary course of a Borrower's business and raw materials for such finished goods, that are located at or in-transit between such Borrower's premises identified on Schedule E-1, that strictly comply with each and all of the representations and warranties respecting Inventory made by such Borrower to Foothill in the Loan Documents, and that are and at all times continue to be acceptable to Foothill in all respects; provided, however, that standards of eligibility may be fixed and revised from time to time by Foothill in Foothill's reasonable credit judgment. An item of Inventory shall not be included in Eligible Landed Inventory if:
Eligible Landed Inventory means Inventory of the Company that is not Eligible In-Transit Inventory and otherwise satisfies the requirements of the definition of “Eligible Inventory”.
Eligible Landed Inventory means Inventory consisting of first quality finished goods held for sale in the ordinary course of Companies’ business located at one of Companies’ business locations or a distribution center (for which Xxxxx Fargo has received a bailee waiver agreement in form and substance satisfactory to Xxxxx Fargo), or in-transit between any such locations, that constitute “Eligible Inventory,” and that is not excluded as ineligible by virtue of the one or more of the criteria set forth in the definition of “Eligible Inventory.”