Eligible Mexican Inventory definition

Eligible Mexican Inventory means Inventory owned by a Borrower and located in Mexico at the Maquiladora Location that would be Eligible Inventory if (a) it were not located outside of the continental United States or Canada and (b) from the Closing Date through the date that is ninety (90) days following the Closing Date, it is not subject to Agent's duly perfected, first priority security interest, but Borrower Representative is working in good faith with Agent to cause Agent’s security interest in such Inventory to become properly perfected.
Eligible Mexican Inventory means inventory of lead (including, without limitation, the lead content of batteries or other materials containing lead which are purchased and sold for their lead content in the ordinary course of business) of the Borrower located in Mexico, valued at the lower of cost or market, which would constitute Eligible Inventory but for the fact that paragraph (m) of the definition thereof may not have been satisfied. The aggregate amount of Eligible Mexican Inventory included in the Borrowing Base Advance Cap at any time shall not exceed $5,000,000, before application of the applicable advance rate.
Eligible Mexican Inventory means all Inventory (including lead, cores, work-in-process (other than smelter work-in-process), lead and non-lead manufacturing components, dry unfinished batteries and finished goods) of any Mexican Loan Party reflected in the most recent Borrowing Base Certificate delivered by the Lead Borrower to the Administrative Agent; provided, however, that Eligible Mexican Inventory shall in no event include Inventory that is Ineligible Inventory.

More Definitions of Eligible Mexican Inventory

Eligible Mexican Inventory means, at any time, the Inventory of a Loan Party which the Administrative Agent determines in its Permitted Discretion is eligible as the basis for the determining the Term Loan Borrowing Base. Without limiting the Administrative Agent’s Permitted Discretion, Eligible Mexican Inventory shall not include any Inventory:
Eligible Mexican Inventory means inventory of lead (including, without limitation, the lead content of batteries or other materials containing lead which are purchased and sold for their lead content in the ordinary course of business) of the Borrower located in Mexico, valued at the lower of cost or market, which would constitute Eligible Inventory but for the fact that paragraph (m) of the definition thereof may not have been satisfied. The aggregate amount of Eligible
Eligible Mexican Inventory means Inventory that (i) is owned by DJO, LLC, (ii) is located in Mexico at the addresses identified on Exhibit B to the Mexican Pledge Agreement (as such Exhibit may be amended from time to time to include additional locations in Mexico with the consent of the Collateral Agent) except to the extent in transit from such locations in Mexico to a location of a Loan Party in the United States (so long as such Inventory is not in transit within Mexico for more than 5 Business Days after leaving any such location), (iii) is in the possession of DJO Mexico pursuant to, and in accordance with, the terms of the Maquila Agreement, and in its capacity as depositary for the Collateral Agent under the terms of the Mexican Pledge Agreement, (iv) is subject to a perfected first priority Lien under the laws of Mexico in favor of the Collateral Agent, on behalf of the applicable Secured Parties, securing the Secured Obligations, including being subject to the Mexican Pledge Agreement, (v) such Inventory is subject to a first priority non-possessory pledge, pursuant to the terms of the Mexican Pledge Agreement, and registered with the sole registry of movable assets (registro único de garantías mobiliarias), and (v) otherwise (except as otherwise expressly provided by the preceding clauses (ii) through (iv)) constitutes Eligible Inventory; provided, that no such Inventory shall constitute Eligible Mexican Inventory if (u) any material provision of the Mexican Pledge Agreement, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Sections 7.04 or 7.05) or as a result of acts or omissions by the Administrative Agent, Collateral Agent or any Lender or the satisfaction in full of all the Secured Obligations, ceases to be in full force and effect; or any Loan Party or DJO Mexico contests in writing the validity or enforceability of any provision of it or the validity or priority of a Lien as required by the Mexican Pledge Agreement; or any Loan Party or DJO Mexico (other than Collateral Agent) denies in writing that it has any or further liability or obligation under any Mexican Pledge Agreement (other than as a result of repayment in full of the Secured Obligations and termination or expiration of the Aggregate Commitments), or purports in writing to revoke or rescind the Mexican Pledge Agreement, (v) the Mexican Pledge Agreement after delivery thereof s...
Eligible Mexican Inventory means Inventory which is excluded from the definition of "Eligible Inventory" solely by reason of its failure to satisfy the requirements of clause (b) thereof, provided that such Inventory is covered by a Lease with respect to which: (a) the lessee thereunder is a Person (i) organized in the United States or any state thereof and (ii) having long-term unsecured debt rated at least "BBB-" or the equivalent by S&P or at least "Baa3" or the equivalent by Xxxxx'x (or is a wholly-owned subsidiary of a Person having long-term unsecured debt rated at least "BBB-" or the equivalent by S&P or at least "Baa3" or the equivalent by Xxxxx'x); (b) the original term of such Lease is at least three (3) years; and (c) the Inventory covered thereby must be returned to the Borrower in the United States upon termination thereof.

Related to Eligible Mexican Inventory

  • Eligible Finished Goods Inventory means all Finished Goods Inventory that is Eligible Inventory.

  • 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 a Borrower unless the owner or occupier of such location has executed in favor of Agent a Lien Waiver Agreement or a Processor’s Agreement, as applicable (or Agent shall have established reserves against the Formula Amount with respect thereto as Agent shall deem appropriate in its Permitted Discretion in an amount not to exceed the equivalent of three (3) months’ rental obligation with respect to such location); or (h) if the sale of such Inventory would result in the creation of a Receivable which, on the date of such sale, would fail to constitute an Eligible Receivable due to the operation of any of clauses (b), (c) or (e) – (p) of such definition.

  • Eligible In-Transit Inventory means, as of any date of determination thereof, without duplication of other Eligible Inventory, In-Transit Inventory:

  • In-Transit Inventory means Inventory of a Borrower which is in the possession of a common carrier and is in transit from a Foreign Vendor of a Borrower from a location outside of the continental United States to a location of a Borrower that is within the continental United States.

  • Excess Inventory means all Inventory and Special Inventory possessed or owned by Flextronics that is not required for consumption to satisfy the next [***] of demand for Products under the then-current purchase order(s) and forecast.

  • Inventory Formula Amount means (i) the lesser of (x) 75% of the Value of Eligible Inventory and (y) 85% of the NOLV Percentage of the Value of Eligible Inventory plus (ii) the lesser of (x) the lesser of (1) 75% of the Value of Eligible In-Transit Inventory and (2) 85% of the NOLV Percentage of the Value of the Eligible In-Transit Inventory and (y) $10,000,000.

  • Inventory is all “inventory” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation such inventory as is temporarily out of Borrower’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above.

  • Qualified Inventory means all Raw Materials Inventory, Semi-Finished Goods and Scrap Inventory and Finished Goods Inventory held by a Credit Party in the normal course of business and owned solely by such Credit Party (per plant level records whereby manufactured items are valued at pre-determined costs and purchased items are valued at rolling average actual cost).

  • Excluded Inventory means any of the following inventory of goods, merchandise, or other inventory of Seller located at the Leased Premises: (a) all items in the Fresh Departments;

  • Finished Goods means units of a manufactured product awaiting sale.

  • NOLV means with respect to the Borrowers’ Inventory, the net orderly liquidation value of such Inventory (a percentage of the Cost of such Inventory) that might be realized at an orderly, negotiated sale held within a reasonable period of time, net of all liquidation expenses, as determined from time to time by reference to the most recent appraisal received by the Administrative Agent conducted by an independent appraiser engaged by the Administrative Agent.

  • 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.

  • Inventory Value has the meaning set forth in Section 2.1.

  • Consigned Inventory means Inventory of any Borrower that is in the possession of another Person on a consignment, sale or return, or other basis that does not constitute a final sale and acceptance of such Inventory.

  • Product Inventory means all inventory of the Product owned by Seller or its Affiliates as of the Closing, including raw materials, work-in-process, bulk form drug and finished Product.

  • Eligible Accounts Receivable means, at any time, the invoice value of Canadian Dollar and U.S. Dollar Accounts Receivable (net of all goods and services Taxes, harmonized sales Taxes and other sales Taxes and net of any credit balance, returns, trade discounts, unapplied cash, unbilled amount or retention or finance charges) owing to the Restricted Parties (or any of them) arising under any sales of Inventory from the operation of the business of the Restricted Parties made by the Restricted Parties to any Person in the ordinary course of business, which invoice value shall be periodically reported to the Lender in the form of Schedule “B” to be delivered (i) at the time of each Drawdown during the Covenant Holiday Period, if at the time of such Drawdown there is no principal amount outstanding under any Prime Rate Loans, Base Rate Loans, CDOR Loans, and there are no outstanding Bankers’ Acceptances or Letters of Credit (other than Letters of Credit issued under the Credit Facility that are fully secured with cash collateral provided by a Restricted Party to the Lender), and (ii) within fifteen days after the end of each calendar month during the Covenant Holiday Period, if during such month any Prime Rate Loans, Base Rate Loans, CDOR Loans, Bankers’ Acceptances or Letters of Credit (other than Letters of Credit issued under the Credit Facility that are fully secured with cash collateral provided by a Restricted Party to the Lender) are outstanding; provided that no Account Receivable shall be deemed an Eligible Account Receivable unless each of the following statements is accurate and complete (and by including such Account Receivable in any calculation of the Borrowing Base, the Borrower shall be deemed to represent and warrant to the Lender the accuracy and completeness of such statements):

  • Inventory Appraisal means (a) on the Closing Date, the appraisal prepared by Great American Group dated June 2007 and (b) thereafter, the most recent inventory appraisal conducted by an independent appraisal firm pursuant to Section 9.2(b).

  • Obsolete Inventory means items that have expired, are redundant or

  • Borrowing Base Assets means a collective reference to all Borrowing Base Assets in existence at any given time.

  • Adjusted Net Book Value means, as of any date of determination, with respect to each Adjusted Program Vehicle as of such date, the product of 0.965 and the Net Book Value of such Adjusted Program Vehicle as of such date.

  • Transferred Inventory has the meaning set forth in Section 2.2(a)(iii).

  • Unsaleable liquor merchandise means a container that:

  • Eligible Credit Card Receivables means at the time of any determination thereof, each Credit Card Receivable that satisfies the following criteria at the time of creation and continues to meet the same at the time of such determination: such Credit Card Receivable (i) has been earned by performance and represents the bona fide amounts due to a Borrower from a credit card payment processor and/or credit card issuer, and in each case originated in the ordinary course of business of such Borrower, and (ii) is not ineligible for inclusion in the calculation of the Borrowing Base pursuant to any of clauses (a) through (k) below. Without limiting the foregoing, to qualify as an Eligible Credit Card Receivable, an Account shall indicate no Person other than a Borrower as payee or remittance party. In determining the amount to be so included, the face amount of an Account shall be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that a Borrower may be obligated to rebate to a customer, a credit card payment processor, or credit card issuer pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received in respect of such Account but not yet applied by the Loan Parties to reduce the amount of such Credit Card Receivable. Any Credit Card Receivables meeting the foregoing criteria shall be deemed Eligible Credit Card Receivables but only as long as such Credit Card Receivable is not included within any of the following categories, in which case such Credit Card Receivable shall not constitute an Eligible Credit Card Receivable:

  • Eligible Unbilled Receivable means, at any time, any Unbilled Receivable if (a) the related Originator has recognized the related revenue on its financial books and records under GAAP, and (b) not more than thirty (30) days have expired since the date such Unbilled Receivable arose.

  • Net Book Value means the net book value of the relevant Supplier Asset(s) calculated in accordance with the depreciation policy of the Supplier set out in the letter in the agreed form from the Supplier to the Costumer of even date with this Call Off Contract;

  • Finished Lots Entitled Land with respect to which (a) development has been completed to such an extent that permits to allow use and construction, including building, sanitary sewer and water, are entitled to be obtained for a Unit on such Entitled Land and (b) start of construction has not occurred.