Eligible Offtaker definition

Eligible Offtaker means:
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Eligible Offtaker means subject in each case to Section 5.5(g): (a) each of the Persons named on Schedule 2; (b) each other Person hereafter designated in writing to the Administrative Agent by the Borrower from time to time (in a writing providing, at a minimum, information regarding such Person as is provided on Schedule 2 with respect to Persons listed thereon) and approved in writing by the Majority Lenders in their sole discretion (provided that a Lender will be deemed to have given its approval to such Person ten (10) Business Days after the Lender has received in a written request for such approval specifying (in bold letters) that such approval will be deemed to have been given unless such Lender expressly disapproves in writing within that time); (c) each other Person designated in writing to the Administrative Agent by the Borrower from time to time whose obligations with respect to the Designated Receivables payable by such Person shall either be (i) covered by the Credit Insurance Policy under the terms thereof, (ii) covered by an Acceptable Letter of Credit or (iii) Guaranteed by a Person described in clause (a) or (b) above; and (d) each other Person designated in writing to the Administrative Agent by the Borrower from time to time that shall have entered into one or more Sales Agreements and shall make payments on a cash-against-documents or on a pre-shipment basis; provided that each Eligible Offtaker determined pursuant to clause (a), (b), (c) or (d) of this definition shall have its principal place of business in a country (other than Brazil) dealings with which are not generally prohibited by applicable U.S. law or by applicable United Nations resolution. Notwithstanding the above, in no event shall Aracruz Celulose or an Affiliate thereof be considered an Eligible Offtaker.
Sample 1Sample 2
Eligible Offtaker means: (a) subject to Section 5.2(h), each of the Persons located in an OECD Country and named on Schedule 2, (b) each other Person located in an OECD Country (i) whose long term unsecured foreign currency debt is rated at least “A-” by Standard & Poor’s and “A3” by Moody’s or (ii) designated in writing to the Administrative Agent by the Borrower from time to time hereafter approved in writing by the Majority Lenders in their sole discretion; provided that a Lender will be deemed to have given its approval to such Person 10 Business Days after the Borrower has requested such approval in a written request specifying (in bold letters) that such approval will be deemed to have been given unless such Lender expressly disapproves within that time, (c) each other Person designated in writing to the Administrative Agent by the Borrower from time to time whose obligations with respect to the Designated Receivables or Unencumbered Receivables payable by such Person shall either be: (i) covered by the Credit Insurance Policy under the terms thereof, (ii) covered in full by an Acceptable Letter of Credit, or (iii) Guaranteed in full in a manner satisfactory to the Administrative Agent in its sole discretion by a Person described in clause (a) or (b) above, and (d) each other Person designated in writing to the Administrative Agent by the Borrower from time to time that shall have entered into one or more Sales Agreements and shall have made such payment on behalf of the Borrower or Importer in a currency in Dollars or Euros on a cash-against-documents or on a pre-shipment basis; provided, that, each Eligible Offtaker determined pursuant to clause (a), (b), (c) or (d) of this definition shall have its principal place of business in a country (other than Brazil) dealings with which are not generally prohibited by applicable U.S. law or by applicable United Nations resolution. Notwithstanding the above, in no event shall either Obligor or an Affiliate thereof be considered an Eligible Offtaker.
Sample 1

Examples of Eligible Offtaker in a sentence

  • Each Borrower shall provide the Collateral Agent and the Lenders with a copy of any monthly production report or similar periodic report or document provided by it to any Eligible Offtaker pursuant to the terms of any Eligible Contract.

  • Each of the Obligors shall observe and comply with all the terms and provisions of the Credit Insurance Policy required to be observed or performed by it during any period that the obligations of any Eligible Offtaker with respect to any Designated Receivable used to satisfy the Specified Coverage Ratio is covered by the Credit Insurance Policy.

  • Aracruz Celulose shall use good faith efforts to promptly obtain an endorsement or other agreement of the insurer providing for the payment of claims related to Designated Receivables (only to the extent such Designated Receivable is from a Person not otherwise an Eligible Offtaker) directly to the Export Collateral Account.

  • It shall endeavor to cause to be collected from the Eligible Offtaker obligated under each Sales Agreement, as and when due (including amounts that are delinquent), any and all amounts owing under or on account of the Receivables, and shall apply promptly upon payment thereof all such amounts as are so collected to the outstanding balance of such Receivables.

  • The Guarantor shall use good faith efforts to promptly obtain an endorsement, in form and substance satisfactory to the Administrative Agent, providing for the payment of claims related to Designated Receivables (only to the extent such Designated Receivable is from a Person not otherwise an Eligible Offtaker) directly to the Collateral Account.

  • Each of the Borrower and the Subsidiary Guarantors shall provide the Collateral Agent and the Lenders with a copy of any monthly production report or similar periodic report or document provided by it to any Eligible Offtaker pursuant to the terms of any Eligible Contract.

  • It is understood and agreed by the Exporter that the price and terms and conditions of any resale of the Products by the Importer to any Eligible Offtaker or to any buyer designated by the Administrative Agent pursuant to Section 2.2(b) shall be mutually determined by the Importer and such Eligible Offtaker or buyer, as the case may be, in their sole discretion.

  • Each of the Obligors and the Importer shall observe and comply with all the terms and provisions of the Credit Insurance Policy required to be observed or performed by it during any period that the obligations of any Eligible Offtaker with respect to any Designated Receivable used to satisfy the Specified Coverage Ratio, or any Unencumbered Receivable used to satisfy the Specified Unencumbered Receivables Ratio, is covered by the Credit Insurance Policy.

  • Other than in the ordinary course of business, the Borrower shall not adjust, settle or compromise the amount or payment of any Designated Receivable or Intercompany Obligation, or release wholly or partly any Eligible Offtaker or obligor thereof, or allow any credit or discount thereon.

  • It shall use all commercially reasonable efforts to cause to be collected from the Eligible Offtaker obligated under each Sales Agreement, as and when due (including amounts that are delinquent), any and all amounts owing under or on account of the Designated Receivables, and shall apply promptly upon payment thereof all such amounts as are so collected to the outstanding balance of such Designated Receivables.

Related to Eligible Offtaker

  • Eligible Officer means a corporate officer who is also a director of the corporation and who has a substantial ownership interest in the corporation.

  • Eligible owner means an owner of real property who is eligible to or has entered into an installment agreement.

  • 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.

  • Eligible Contract means a currently effective written contract between Bank and a Subcustodian satisfying the requirements of paragraph (c)(2) of Rule 17f-5 (including any amendments thereto or successor provisions).

  • Eligible Account Receivable means an Account Receivable owing to the Company or any Domestic Subsidiary which meets the following requirements:

  • Eligible Credit Support means Eligible Collateral and Other Eligible Support.

  • 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 Counterparty means any bank or financial institution (which for these purposes shall include any leading dealer or broker in commodity and commodity index swap transactions) incorporated, domiciled and regulated in an OECD country with a rating equal to the Eligible Counterparty Threshold Rating or higher (or the equivalent rating from any other Rating Agency) or having the benefit of an enforceable guarantee from an Affiliate with a rating equal to the Eligible Counterparty Threshold Rating or higher (or the equivalent rating from any other Rating Agency).

  • Eligible child means the children of:

  • Advance Payment Contract means any contract whereby any Credit Party either (a) receives or becomes entitled to receive (either directly or indirectly) any payment (an “Advance Payment”) to be applied toward payment of the purchase price of Hydrocarbons produced or to be produced from Oil and Gas Interests owned by any Credit Party and which Advance Payment is, or is to be, paid in advance of actual delivery of such production to or for the account of the purchaser regardless of such production, or (b) grants an option or right of refusal to the purchaser to take delivery of such production in lieu of payment, and, in either of the foregoing instances, the Advance Payment is, or is to be, applied as payment in full for such production when sold and delivered or is, or is to be, applied as payment for a portion only of the purchase price thereof or of a percentage or share of such production; provided that inclusion of the standard “take or pay” provision in any gas sales or purchase contract or any other similar contract shall not, in and of itself, constitute such contract as an Advance Payment Contract for the purposes hereof.

  • Eligible group means two or more persons who are engaged in a

  • Eligible Accounts Receivable means Accounts, Instruments, Documents, Chattel Paper, Contracts, and General Intangibles from customers of Borrowers or any Approved Subsidiary in which Bank has a perfected first priority security interest subject to Bank's credit approvals thereof other than the following: (i) Accounts which remain unpaid ninety (90) days after the date of the applicable invoice; (ii) Accounts with respect to which the Account Debtor is an Affiliate of any of the Borrowers, or a director, officer or employee of any of the Borrowers; (iii) Accounts with respect to which the Account Debtor is the United States of America or any department, agency or instrumentality thereof, unless filings in accordance with the Assignment of Claims Act have been completed and filed in a manner satisfactory to the Agent or, as to any government contract entered into after the date of this Agreement, concurrently with the execution and delivery of that government contract; (iv) Accounts with respect to which the Account Debtor is not a resident of the United States or Canada except if such Accounts (1) are secured by irrevocable trade letter(s) of credit in form and content acceptable to Bank and confirmed by a United States financial institution acceptable to Bank, (2) are secured by standby letters of credit with an expiration of date of at least one hundred twenty (120) days from the date of shipment confirmed by United States Bank acceptable to Bank and otherwise in form and content acceptable to Bank, or (3) are insured by a company acceptable to Bank, which insurance covers business and political risk; (v) Accounts arising with respect to goods which have not been shipped and delivered to and accepted as satisfactory by the Account Debtor or arising with respect to services which have not been fully performed and accepted as satisfactory by the Account Debtor; (vi) Accounts for which the prospect of payment in full or performance in a timely manner by the Account Debtor is or is likely to become impaired as determined by the Bank in its reasonable discretion; (vii) Accounts which are not invoiced (and dated as of the date of such invoice) and sent to the Account Debtor within fifteen (15) days after delivery of the underlying goods to, or performance of the underlying services for, the Account Debtor; (viii) Accounts with respect to which Bank does not have a first and valid fully perfected security interest; (ix) Accounts with respect to which the Account Debtor is the subject of bankruptcy or a similar insolvency proceeding or has made an assignment for the benefit of creditors or whose assets have been conveyed to a receiver or trustee, except if Bank is delivered evidence acceptable to Bank as to the collectability in the normal course of business of such Accounts; (x) Accounts with respect to which the Account Debtor's obligation to pay the Account is conditional upon the Account Debtor's approval or is otherwise subject to any repurchase obligation or return right, as with sales made on a xxxx-and-hold, guaranteed sale, sale-and-return, sale on approval (except with respect to Accounts in connection with which Account Debtors are entitled to return Inventory solely on the basis on the quality of such Inventory) or consignment basis; (xi) Accounts with respect to which the Account Debtor is located in Minnesota unless the applicable Borrower has filed a Notice of Business Activities Report with the Secretary of State of Minnesota for the then current year; (xiv) all Accounts of any Account Debtor if twenty-five percent (25.0%) or more of all Accounts of such Account Debtor have ceased to be Eligible Accounts Receivable; and (xii) Accounts with respect to which the Account Debtors are residents of Canada to the extent the aggregate sum exceeds $750,000.00. The approvals of Account Debtors and Accounts shall be for Bank purposes only and shall not constitute any representation by Bank as to the credit worthiness of any such Account Debtor or the advisability or profitability of doing business with such Account Debtor.

  • Eligible Bank means a bank or trust company that (i) is organized and existing under the laws of the United States of America or Canada, or any state, territory, province or possession thereof, (ii) as of the time of the making or acquisition of an Investment in such bank or trust company, has combined capital and surplus in excess of $500.0 million and (iii) the senior Debt of which is rated at least “A-2” by Moody’s or at least “A” by Standard & Poor’s.

  • Eligible Unbilled Accounts means Accounts of the Obligors that does not qualify as an Eligible Account solely because (a) the goods giving rise to such Account have not been shipped and billed to the Account Debtor, or (b) the services giving rise to such Account have not been performed and billed to the Account Debtor and, in either case, so long as such Accounts have not been unbilled for more than thirty (30) days. For the avoidance of doubt, at such time as an Account is billed to the Account Debtor it shall no longer be an “Eligible Unbilled Account”.

  • Eligible Account Holder means any Person holding a Qualifying Deposit on the Eligibility Record Date for purposes of determining Subscription Rights and establishing subaccount balances in the liquidation account to be established pursuant to Section 15 hereof.

  • Specified Cash Management Agreement any agreement providing for treasury, depositary or cash management services, including in connection with any automated clearing house transfers of funds or any similar transactions between the Borrower or any Guarantor and any Lender or affiliate thereof or any Agent or affiliate thereof, which has been designated by such Lender and the Borrower, by notice to the Administrative Agent not later than 90 days after the execution and delivery by the Borrower or such Guarantor, as a “Specified Cash Management Agreement”.

  • Secured Cash Management Agreement means any Cash Management Agreement that is entered into by and between any Loan Party and any Cash Management Bank.

  • Eligible obligation means an obligation issued or incurred by an authority or by a municipality on behalf of an authority before August 19, 1993 and its subsequent refunding by a qualified refunding obligation. Eligible obligation includes an authority’s written agreement entered into before August 19, 1993 to pay an obligation issued after August 18, 1993 and before December 31, 1996 by another entity on behalf of the authority.

  • Eligible Obligor On any date of determination, any Obligor that:

  • Unbilled Receivable means, at any time, any Receivable as to which the invoice or xxxx with respect thereto has not yet been sent to the Obligor thereof.

  • Eligible Obligations means (a) with respect to Securities denominated in Dollars, Governmental Obligations; or (b) with respect to Securities denominated in a currency other than Dollars or in a composite currency, such other obligations or instruments as shall be specified with respect to such Securities, as contemplated by Section 2.01.

  • Scheduled Receivables Payment means, with respect to any Collection Period for any Receivable, the amount set forth in such Receivable as required to be paid by the Obligor in such Collection Period. If after the Closing Date, the Obligor’s obligation under a Receivable with respect to a Collection Period has been modified so as to differ from the amount specified in such Receivable as a result of (i) the order of a court in an insolvency proceeding involving the Obligor, (ii) pursuant to the Servicemembers Civil Relief Act or (iii) modifications or extensions of the Receivable permitted by Section 4.2(b), the Scheduled Receivables Payment with respect to such Collection Period shall refer to the Obligor’s payment obligation with respect to such Collection Period as so modified.

  • Net Swap Receipt With respect to any Distribution Date, any net payment (other than a Swap Termination Payment) made by the Swap Provider to the Trust on the related Floating Rate Payer Payment Date (as defined in the Interest Rate Swap Agreement).