Eligible New Equipment definition

Eligible New Equipment means manufacturing Equipment a) Equipment at premises other than those owned or leased and controlled by Borrower, except that any Equipment which would otherwise be ------ ---- deemed Eligible New Equipment at locations which are leased by Borrower shall nevertheless be considered Eligible New Equipment if Lender shall have received a Collateral Access Agreement duly authorized, executed and delivered by the owner and lessor of such premises, or otherwise at Lender's option if Lender shall not have received a Collateral Access Agreement with respect to such premises, provided, that, Lender may at any time and from time to time establish such Reserves as Lender may determine in respect of amounts at any time payable by Borrower to the owner or lessor of such premises without limiting any other rights and remedies of Lender with respect to the establishment of Reserves or otherwise; (b) Equipment subject to a security interest or lien in favor of any person other than Collateral Agent; (c) Equipment which is not located in the continental United States of America; (d) Equipment which is not subject to the first priority, valid and perfected security interest of Collateral Agent; (e) worn-out, obsolete, damaged or defective Equipment or Equipment not used or usable in the ordinary course of such Borrower's business as presently conducted; (f) computer hardware; (g) tooling or (h) Equipment not used for the manufacturing of Inventory in the ordinary course of the business of Borrower. General criteria for Eligible New Equipment may be established and revised from time to time by Lender in good faith. Any Equipment which is not Eligible New Equipment shall nevertheless be part of the Collateral.

Eligible New Equipment means all new Equipment owned by Borrowers which is or has been acquired on or after October 1, 2008 (the value of which has been included in the calculation of the amount of any Equipment Purchase Loan) and which is not included in the most recent appraisal of Equipment received by Agent after the date hereof in accordance with Section 7.4(a) hereof, and is in good order, repair, running and marketable condition that at all times satisfies the criteria set forth below. In general, Eligible New Equipment shall not include: (a) Equipment at premises other than those permitted hereunder and which are either (i) owned and operated by Borrowers, or (ii) leased and operated by Borrowers or (iii) owned and operated by a third person, provided, that, except as Agent may otherwise agree, Agent shall have received a Collateral Access Agreement duly executed and delivered by such third person; (b) Equipment subject to a security interest, lien, charge or other encumbrance in favor of any Person other than Agent except those permitted in this Agreement that are subject to an intercreditor agreement, in form and substance satisfactory to Agent, between the holder of such security interest or lien and Agent or as Agent may otherwise specifically agree; (c) Equipment located outside the continental United States of America; (d) Equipment that is not subject to the first priority, valid and perfected security interests and liens of Agent; (e) worn-out, obsolete, damaged or defective Equipment or Equipment not used or usable in the ordinary course of Borrowers’ business as presently conducted; (f) computer hardware; (g) Equipment that is or becomes a fixture; or (h) Equipment which is Eligible Equipment. The criteria for Eligible New Equipment set forth above may only be changed and any new criteria for Eligible New Equipment 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) an event, condition or other circumstance 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 such Equipment in the good faith determination of Agent. Any Equipment that is not Eligible New Equipment shall nevertheless be part of the Collateral.

Eligible New Equipment means, Equipment owned by Borrower and acquired after the Initial Closing Date and which is not included in the appraisal referred to in Section 1.41 above, which would otherwise constitute Eligible Equipment pursuant to the criteria set forth in Section 1.41 above. Any Equipment which is not Eligible New Equipment shall nevertheless be part of the Collateral.

Examples of Eligible New Equipment in a sentence

• A single Equipment Purchase Loan may be used for the purchase price of one or more items constituting Eligible New Equipment specified in the Equipment Purchase Loan Request required to be delivered to Lender pursuant to Section 2.3(d)(i) below and the minimum amount of such Equipment Purchase Loan applies to such Equipment Purchase Loan, not to the purchase price of any individual item of Eligible New Equipment.

• The undersigned represents and warrants that this Borrowing Base Certificate is a true and correct statement of, and that the information contained herein is true and correct in all material respects regarding, the status of Eligible Accounts, Eligible New Equipment Inventory, Eligible Used Equipment Inventory, Eligible Rental Equipment, and Eligible Parts and Attachments Inventory and that the amounts reflected herein are in compliance with the provisions of the Credit Agreement and the Exhibits thereto.

• In the event of a conflict between the following summary of eligibility criteria and the criteria set forth in the definition of Eligible Accounts, Eligible New Equipment Inventory, Eligible Used Equipment Inventory, Eligible Rental Equipment, and Eligible Parts and Attachments Inventory indicated in the Credit Agreement, the Credit Agreement shall govern.

• All of the proceeds of each Purchase Money Term Loan shall be used solely for the payment of the purchase price of the Eligible New Equipment or Eligible New Real Property specified in the notice required to be delivered to Lender pursuant to Section 2.3(d)(i) below or to repay Revolving Loans the proceeds of which were used to pay the purchase price of the Eligible New Equipment or Eligible New Real Property specified in the notice required to be delivered to Lender pursuant to Section 2.3(d)(i) below.

• Subject to and upon the terms and conditions contained herein, at any time and from to time on or after the date hereof, each Lender severally (and not jointly) shall make its Pro Rata Share of Equipment Purchase Loans to Borrower, at the request of Borrower, of seventy five (75%) percent of the Hard Costs of Eligible New Equipment purchased or to be purchased by Borrower after April 12, 2004, or such lesser amount as to any Equipment Purchase Loan as Borrower may request.

More Definitions of Eligible New Equipment

Eligible New Equipment means: (i) Eligible Equipment which has been acquired by Borrower after the date hereof, which has been delivered from the manufacturer thereof (or its selling agent) and has not been placed in service (as that term is used in the Internal Revenue Code of 1986, as amended) by any party; and (ii) Eligible Equipment that has been purchased by Borrower no earlier than 180 days prior to the date hereof and that has been delivered from the manufacturer thereof (or its selling agent) and has not been placed in service (as that term is used in the Internal Revenue Code of 1986, as amended) by any party other than Borrower, Borrower’s lessee or the manufacturer thereof (or its selling agent).

Eligible New Equipment means any Equipment acquired by Borrower on or after the Closing Date for which payment has been made in full, Borrower holds unconditional title, and which is in good order, repair, operating and marketable condition (ordinary wear and tear excepted), for which a Net Orderly Liquidation Value has not been identified pursuant to an appraisal ordered, received, and reviewed by Lender to its satisfaction, and in each case acceptable to Lender in its Permitted Discretion, and shall not include:

Eligible New Equipment means the Equipment owned by any Borrower that complies with each of the representations and warranties respecting Eligible New Equipment made in the Loan Documents, and that is not excluded as ineligible by virtue of 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 or received by Agent from time to time after the Closing Date. A piece of Equipment shall not be included in Eligible New Equipment if:

Eligible New Equipment means any Equipment acquired by Borrowers on or after the Closing Date which is in good order, repair, operating and marketable condition (ordinary wear and tear excepted) and which Lender, in its discretion, deems to be Eligible New Equipment. Without limiting the generality of the foregoing, Eligible New Equipment shall not include:

Eligible New Equipment means all new Equipment owned by OMG which is acquired with the proceeds of the Equipment Purchase term Loans in connection with the OMG Expansion Project and is in good order, repair, running and marketable condition, and acceptable to Agent in good faith. In general, Eligible New Equipment shall not include: (i) Equipment located at or purchased by OMG and contracted for delivery to premises other than the Real Property in Agawam, Massachusetts owned and controlled by OMG; (ii) Equipment subject to a security interest or lien in favor of any person other than Agent, except those permitted in this Agreement that are subject to an intercreditor agreement in form and substance satisfactory to Agent between the holder of such security interest or lien and Agent; (iii) Equipment which is not located in the United States of America; (iv) Equipment which is not subject to the first priority, valid and perfected security interest of Agent; (v) worn-out, obsolete, damaged or defective Equipment or Equipment not used or usable in the ordinary course of OMG's business as presently conducted; (vi) computer hardware; or (vii) Equipment that is or becomes a fixture to any Real Property unless such Real Property is located in Agawam, Massachusetts and is encumbered by the Mortgage made by OMG. The criteria for Eligible New Equipment set forth above may only be changed and any new criteria for Eligible New Equipment be only be revised by Agent from time to time in good faith based on either (A) an event, condition or other circumstance arising after the Amendment No. 4 Effective Date, or (B) an event, condition or other circumstance existing on the Amendment No. 4 Effective Date to the extent Agent has no written notice thereof from OMG prior to the Amendment No. 4 Effective Date, in either case under clause (A) or (B) which adversely affects or could reasonably be expected to adversely affect the Equipment in the good faith determination of Agent. Any Equipment which is not Eligible New Equipment shall nevertheless be part of the Collateral.

Eligible New Equipment means (1) new Equipment purchased from the manufacturer or its duly authorized dealer, (2) which has not been used and which is not more than one (1) year old, (3) which is not fixtures, (4) which is not subject to a lien or security interest of any other person, (5) which is not leased and (6), which is not worn - out or obsolete; and (D) "Original Supplier Landed Cost" means supplier invoice price less all excise or other taxes, less freight to San Juan, Puerto Rico, or the United States Virgin Islands, as appxxxxble, less all duty.

Eligible New Equipment means Equipment owned by Borrower acquired after the date hereof, which Equipment is in good order, repair, running and marketable condition, and acceptable to Lender in all respects. In general, Eligible New Equipment shall not include: (a) Equipment subject to a security interest or lien in favor of any person other than Lender except those permitted in this Agreement; (b) Equipment which is not located in the continental United States of America; (c) Equipment which is not subject to the first priority, valid and perfected security interest of Lender; (d) worn-out obsolete, damaged or defective Equipment or Equipment not used or usable in the ordinary course of Borrower's business as presently conducted. Any Equipment which is not Eligible New Equipment shall nevertheless be part of the Collateral.