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.
Transit Inventory means Inventory that has been purchased by an Obligor and that is in-transit to or from (a) in the case of a U.S. Borrower, (i) a Vendor from a location within the continental United States to a U.S. Borrower or a location designated by a U.S. Borrower that is in the continental United States or (ii) between two facilities operated by any U.S. Borrower in the continental United States and (b) in the case of Canadian Borrower and any Canadian Subsidiary Guarantors, (i) a Vendor from a location within Canada to Canadian Borrower or any Canadian Subsidiary Guarantor or a location designated by Canadian Borrower or any Canadian Subsidiary Guarantor that is in Canada or (ii) between two facilities operated by Canadian Borrower or any Canadian Subsidiary Guarantor in Canada.
Transit Inventory has the meaning set forth in the ABL Revolver Loan Agreement without giving effect to any amendments or modifications of such definition or any component definitions (or any sub-component definitions) thereof which creates additional ABL Availability; provided that, in order for any Inventory to constitute Eligible UK In-Transit Inventory it must be subject to duly perfected first priority Lien (subject to the Intercreditor Agreement) in favor of Agent under Applicable Law (including, with respect to Inventory located in the Netherlands, the laws of the Netherlands and England and Wales). (c) The definition of “Security Documents” set forth in Section 1.1 of the Term Loan Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof: Security Documents: the Guaranties, Mortgages, UK Security Agreements, Dutch Security Agreements, Deposit Account Control Agreements, IP Security Agreements and all other documents, instruments and agreements now or hereafter securing (or given with the intent to secure) any Obligations. (d) Section 10.2 (Negative Covenants) of the Term Loan Agreement is hereby amended by inserting the following new Section 10.2.21 immediately after Section 10.2.20 thereof: 10.2.21
Examples of Transit Inventory in a sentence
The amount of the Purchase Price allocable to the Subsequent n Transit Inventory shall be paid by CM to Cisco [ * ] from the end of the Subsequent In Transit Inventory Period.
Each Letter of Credit issued hereunder shall apply to one or more identifiable shipments of In Transit Inventory of Borrower from a point of origin outside of the continental United States, and such Inventory must otherwise satisfy all requirements for Eligible In-Transit Inventory provided for in this Agreement other than the passage of title, which shall occur no later than the date on which such Letter of Credit is presented for payment to Issuing Lender.
The aggregate consideration for the sale and transfer of the In Transit Inventory identified on Addenda in the forms of Exhibit A-1 and Exhibit A-2 shall be the amount indicated on the respective Addendum (collectively, the “In Transit Inventory Purchase Price”).
The amount of the Purchase Price allocable to the Initial In Transit Inventory shall be paid by CM to Cisco [ * ] from the end of the Initial In Transit Inventory Period.
The amount of the Purchase Price allocable to the Subsequent In Transit Inventory is [ * ].
More Definitions of Transit Inventory
Transit Inventory has the meaning set forth in the ABL Revolver Loan Agreement without giving effect to any amendments or modifications of such definition or any component definitions (or any sub-component definitions) thereof which creates additional ABL Availability; provided that, in order for any Inventory to constitute Eligible UK In-Transit Inventory it must be subject to duly perfected first priority Lien (subject to the Intercreditor Agreement) in favor of Agent under Applicable Law (including, with respect to Inventory located in the Netherlands, the laws of the Netherlands and England and Wales). Eligible UK Inventory: Eligible Inventory of UK Borrower.
Transit Inventory. “Daily Rate Loan” means a Loan that bears interest at a rate based on (i) the Alternate Base Rate, (ii) Daily Simple RFR or (iii) Daily Simple SOFR. “Daily Rate Loan Option” means the option of the Borrower to have Loans bear interest at the rate and under the terms specified in Section 2.08(b). “Daily Simple RFR” means, for any day (an “RFR Day”), a rate per annum determined by the Administrative Agent, for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to any applicable Daily Simple RFR below by dividing (the resulting quotient rounded upwards, at the Administrative Agent’s discretion, to the nearest 1/100 of 1%) (a) the applicable Daily Simple RFR set forth below by (b) a number equal to 1.00 minus the RFR Reserve Percentage: Euro, €STR for the day (such day, adjusted as applicable as set forth herein, the “€STR Lookback Day”) that is two (2) Business Days prior to (A) if such RFR Day is a Business Day, such RFR Day or (B) if such RFR Day is not a Business Day, the Business Day immediately preceding such RFR Day, in each case, as such €STR is published by the €STR Administrator on the €STR Administrator’s Website; provided that if the adjusted rate as determined above would be less than the Floor, such rate shall be deemed to be the Floor for purposes of this Agreement. The adjusted Daily Simple RFR rate for each outstanding Daily Simple RFR Loan shall be adjusted automatically as of the effective date of any change in the RFR Reserve Percentage. The Administrative Agent shall give prompt notice to the Borrower of the adjusted Daily Simple RFR Rate as determined or adjusted in accordance herewith, which determination shall be conclusive absent manifest error. If by 5:00 pm (local time for the applicable RFR) on the second (2nd) Business Day immediately following any Daily Simple RFR Lookback Day, the RFR in respect of such Daily Simple RFR Lookback Day has not been published on the applicable RFR Administrator’s Website and a Benchmark Replacement Date with respect to the applicable Daily Simple RFR has not occurred, then the RFR for such Daily Simple RFR Lookback Day will be the RFR as published in respect of the first preceding Business Day for which such RFR was published on the RFR Administrator’s Website; provided that any RFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple RFR for no more than three (3) consecutive RFR Days. Any change in D...
Transit Inventory. Inventory located outside of (with respect to Eligible U.S. In-Transit Inventory) the United States or (with respect to Eligible Canadian In-Transit Inventory) Canada or in transit from a location outside of the United States or Canada, as applicable, to a Loan Party from vendors and suppliers that has not yet been received into a distribution center or store of such Person.
Transit Inventory means all steel raw material Inventory owned by Borrowers and not covered by Letters of Credit, and which steel raw material Inventory is or will be in transit to one of the Borrowers' locations and (a) is fully insured, (b) is subject to a first priority security interest in and lien upon such goods in favor of Agent (except for any possessory lien upon such goods in the possession of a freight carrier or shipping company securing only the freight charges for the transportation of such goods to such Borrowers), (c) is not in transit to the Borrowers for more than 30 days, and (d) upon Agent's request, all documents, notices, instruments, statements and bills of lading relating thereto, if any, are delivered to Agent.
Transit Inventory to read in its entirety as follows:
Transit Inventory means newly purchased inventory for which Borrower has paid the full purchase price of such inventory to the vendor thereof but has not yet received delivery of such inventory; provided that "In Transit Inventory" shall include only inventory which Borrower expects will be delivered in the ordinary course of business and shall exclude inventory which Borrower has reason to believe will not be delivered due to vendor failure, shipping error, casualty or otherwise. In Transit Inventory shall not be included in Eligible Inventory."
Transit Inventory means Inventory of a Borrower that would constitute Eligible Inventory but for the fact that it is in transit to the premises of a Borrower or a Customs Broker located within the United States, and which is acceptable to Agent based on the criteria set forth below. In general, inventory in transit shall only be deemed Eligible In-Transit Inventory if: (a) it is in the United States in transit to the premises of a Borrower in the United States and the requirements of clauses (i) through (v) below are satisfied in form and substance satisfactory to Agent, or (b) it is outside of the United States in transit to either the premises of a Customs Broker or the premises of a Borrower in the United States and the requirements of clauses (i) through (vii) below are satisfied in form and substance satisfactory to Agent: (i) as to premises which are not owned and controlled by a Borrower (and in the case of inventory in transit from a location outside of the United States, the premises of a Customs Broker), either (A) Agent has received a Collateral Access Agreement duly authorized, executed and delivered by the owner, lessor and operator of such other premises (or by the Customs Broker) to which the inventory is in transit, as the case may be, or (B), in Agent's discretion, Agent shall have established such Reserves as Agent may determine in respect of amounts at any time payable by such Borrower to such owner, lessor and operator of such other premises (or to the Customs Broker), (ii) title and risk of loss to the inventory shall have passed to such Borrower, (iii) the seller of such inventory (A) has no right, to reclaim, divert the shipment of, reroute, repossess, stop delivery or otherwise assert any lien rights or title retention with respect to such inventory and (B) has entered into an agreement with Agent waiving its lien rights and any retention of title in respect of such inventory and such agreement is in full force and effect, (iv) such inventory is insured against types of loss, damage, hazards, and risks, and in amounts, satisfactory to Agent, (v) such inventory is not subject to any letter of credit (including any Letter of Credit issued hereunder); (vi) such inventory is subject to a tangible, negotiable xxxx of lading that: (A) was issued by the carrier or, if a freight forwarder is engaged by a Borrower, by the freight forwarder, (B) is endorsed to the order of Agent, (C) bears a notation on its face that such xxxx of lading is subject to the secur...