Eligible Assets means property that is used or useful in the same or a similar line of business as the Borrower and its Subsidiaries were engaged in on the Closing Date (or any reasonable extension or expansions thereof).
Fitch Eligible Assets means the assets of the Company set forth in the Fitch Guidelines as eligible for inclusion in calculating the Agency Discounted Value of the Company’s assets in connection with Fitch’s ratings then assigned on the MRP Shares.
Schedule of Collateral Obligations means the list or lists of Collateral Obligations attached to each Asset Approval Request. Each such schedule shall identify the assets that will become Collateral Obligations, shall set forth such information with respect to each such Collateral Obligation as the Borrower or the Agent may reasonably require and shall supplement any such schedules attached to previously-delivered Asset Approval Requests.
S&P Eligible Asset means: (1) cash (excluding any cash irrevocably deposited by the Fund for the payment of any liabilities within the meaning of MTP Basic Maintenance Amount), (2) Receivables for Municipal Obligations Sold, (3) S&P Hedging Transactions or (4) a Municipal Obligation (including Inverse Floater as defined below) owned by the Fund that (A) is interest bearing and pays interest at least semi-annually; (B) is payable with respect to principal and interest in U.S. Dollars; (C) is not subject to a covered call or put option written by the Fund; (D) except for Inverse Floaters, is not part of a private placement of Municipal Obligations; and (E) except for Inverse Floaters, is part of an issue of Municipal Obligations with an original issue size of at least $10 million. Any Municipal Obligation that is a part of an original issue size of less than $10 million must carry a rating of at least “AA” by S&P or “AAA” by Moody’s, Fitch or another nationally recognized statistical rating organization. Notwithstanding the foregoing limitations:
Schedule of Contracts means the list or lists of Contracts attached as Schedule A to this Agreement, which Contracts are being transferred to the Owner Trustee as part of the Trust Estate, which list or lists shall set forth the following information with respect to each such Contract in numbered columns:
Eligible Asset An Asset:
Total Tangible Assets means, as of any date, (a) the aggregate amount of the assets (other than intangible assets, goodwill and deferred tax assets) of the Group, as disclosed on the consolidated statement of financial position in the most recent Accounts of the Group, minus (b) the lesser of (i) the aggregate value of all Project Assets subject to any Lien securing any Limited Recourse Indebtedness and (ii) the aggregate principal amount of Limited Recourse Indebtedness, in each case, as reflected in (or derived from) the most recent Accounts of the Group, plus (c) the net cash proceeds received by the Parent Guarantor from any share capital issuance by the Parent Guarantor consummated after the date of the most recent balance sheet included in such Accounts and on or prior to such date.
Other Rating Agency Eligible Assets means assets of the Company designated by any Other Rating Agency as eligible for inclusion in calculating the Agency Discounted Value of the Company’s assets in connection with such Other Rating Agency’s rating of any series of MRP Shares.
Net Tangible Assets means the total of all assets (including revaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing on the Company’s balance sheet, net of applicable reserves and deductions, but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other like intangible assets (which term shall not be construed to include such revaluations), less the aggregate of the Company’s current liabilities appearing on such balance sheet. For purposes of this definition, the Company's balance sheet does not include assets and liabilities of its subsidiaries.
Schedule of Accounts means an aged trial balance and reconciliation to the Borrowing Base in form and substance reasonably satisfactory to the Administrative Agent (which may at the Administrative Agent’s discretion include copies of original invoices) listing the Accounts of the Borrower, certified on behalf of the Borrower by a Duly Authorized Officer, to be delivered on a monthly basis to the Administrative Agent by the Borrower pursuant to Section 8.1(d) hereof.
Schedule of Receivables means the Schedule of Receivables sold and transferred pursuant to this Agreement which is attached hereto as Schedule A.
Consolidated Net Tangible Assets means total assets (less depreciation and valuation reserves and other reserves and items deductible from gross book value of specific asset accounts under GAAP) after deducting therefrom (i) all current liabilities and (ii) all goodwill, trade names, trademarks, patents, unamortized debt discount, organization expenses, and other like intangibles, all as set forth on the most recent balance sheet of the Company and its consolidated Subsidiaries and computed in accordance with GAAP.
Schedule of Rates means the priced Schedule of Rates forming part of the tender [where applicable].
Ineligible Receivables shall have the meaning specified in subsection 2.05(a).
Consolidated Total Tangible Assets means, as of any date of determination, the total assets of the Company and its Subsidiaries on a consolidated basis, as determined in accordance with GAAP, but excluding Intangible Assets.
Tangible Assets means assets consisting of land, buildings and plant, machinery and equipment;
Ineligible Account means an Account that at the time of determination is not an Eligible Account.
Consolidated Tangible Assets means, with respect to any Person as of any date, the amount which, in accordance with GAAP, would be set forth under the caption “Total Assets” (or any like caption) on a consolidated balance sheet of such Person and its Restricted Subsidiaries, less all goodwill, patents, tradenames, trademarks, copyrights, franchises, experimental expenses, organization expenses and any other amounts classified as intangible assets in accordance with GAAP.
New Borrowing Base Notice has the meaning assigned such term in Section 2.07(d).
Eligible Receivables means (x) Customer List and Marketing Services Receivables owing to any Borrower or (y) Leased Department Receivables owing to any Borrower, in each case, deemed by the Administrative Agent in its discretion to be eligible for inclusion in the calculation of the Borrowing Base that satisfy the following criteria at the time of creation and continues to meet the same at the time of such determination: such Customer List and Marketing Receivable or Leased Department Receivable, as the case may be (i) has been earned by performance and represents the bona fide amounts due to a Borrower from an Account Debtor or a Department Lessor, as the case may be, and in each case originated in the ordinary course of business of such Borrower, and (ii) in each case is acceptable to the Administrative Agent in its Permitted Discretion, and is not ineligible for inclusion in the calculation of the Borrowing Base pursuant to any of clauses (A) through (V) below. Without limiting the foregoing, to qualify as an Eligible Receivable, such Customer List and Marketing Receivable or Leased Department Receivable, as the case may be 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 such Receivable 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 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 Borrowers to reduce the amount of such Eligible Receivable. Except as otherwise agreed by the Administrative Agent, any such Customer List and Marketing Receivable or Leased Department Receivable, as the case may be included within any of the following categories shall not constitute an Eligible Receivable:
Ineligible Receivable shall have the meaning specified in subsection 2.04(d)(iii).
Identified Contingent Liabilities means the maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of the Borrower and its Subsidiaries taken as a whole after giving effect to the Transactions (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms of their nature and estimated magnitude by responsible officers of the Borrower.
Adjusted Consolidated Net Tangible Assets means (without duplication), as of the date of determination, the remainder of:
Intangible Asset means any asset (either as a single or as a batch) without physical substance but which is identifiable and controlled through custody or legal rights, for example, most commonly (but not limited to) software licences, quotas, patents, copyrights, franchises and trademarks purchased, donated or developed together, which cost more than the Capitalisation Threshold; and has an economic life of twelve (12) Months or more; and is purchased, developed or maintained wholly or partially using the Grant;
Intangible Assets means assets that are considered to be intangible assets under GAAP, including customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount and capitalized research and development costs.
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):