Common use of Eligible Account Clause in Contracts

Eligible Account. An Account arising in the ordinary course of Debtor's or Guarantors' (as the case may be) business from the sale of goods or rendition of services which Secured Party, in its sole credit judgment, deems to be an Eligible Account. Secured Party may, in its sole discretion, determine that an Account is not an Eligible Account if: (i) it arises out of a sale made by Debtor or Guarantor to a Subsidiary or an Affiliate of Debtor or Guarantor or to a Person controlled by a Subsidiary or an Affiliate of Debtor or Guarantor; or (ii) it is unpaid for more than ninety (90) days after the original invoice date therefor; or (iii) any covenant, representation or warranty contained in this Agreement or the applicable Security Agreement with respect to such Account has been breached in any material respect and such breach is continuing; or (iv) the Account Obligor is also Debtor's creditor or supplier or the Account Obligor has disputed liability with respect to such Account, or has made any claim with respect to any other Account due from such Account Obligor to Debtor, or the Account otherwise is or may become subject to any right of set-off by the Account Obligor, in each of the foregoing cases to the extent of any offset, dispute or claim; or (v) the Account Obligor has commenced a voluntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or made an assignment for the benefit of creditors, or a decree or order for relief has been entered by a court having jurisdiction in the premises in respect of the Account Obligor in an involuntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or any other petition or other application for relief under the federal bankruptcy laws has been filed against the Account Obligor, or if the Account Obligor has failed, suspended business, ceased to be Solvent, or consented to or suffered a receiver, trustee, liquidator or custodian to be appointed for it or for all or a significant portion of its assets or affairs; or (vi) it arises from a sale to an Account Obligor who is located outside the United States, unless the sale is on letter of credit, guaranty or acceptance terms, in each case acceptable to Secured Party in its sole discretion; or (vii) it arises from a sale to the Account Obligor on a xxxx-and-hold, guaranteed sale, sale-or-return, sale-on-approval, consignment or any other repurchase or return basis; or (viii) Secured Party believes, in its sole judgment, that collection of such Account is insecure or that payment thereof is doubtful or will be delayed by reason of the Account Obligor's financial condition; or (ix) the Account Obligor is the United States of America or any department, agency or instrumentality thereof, unless Debtor assigns its right to payment of such Account to Secured Party, in form and substance satisfactory to Secured Party, so as to comply with the Assignment of Claims Act of 1940, as amended (as codified at 31 U.S.C. Section 3727); or (x) the Account is subject to a Lien; or (xi) the goods giving rise to such Account have not been delivered to and accepted by the Account Obligor or the services giving rise to such Account have not been performed by Debtor and accepted by the Account Obligor or the Account otherwise does not represent a final sale; or (xii) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; or (xiii) Debtor has made any agreement with the Account Obligor for any deduction therefrom, except for discounts or allowances which are made in the ordinary course of business for prompt payment and which discounts or allowances are reflected in the calculation of the face value of each invoice related to such Account; or (xiv) Debtor has made an agreement with the Account Obligor to extend the time of payment thereof.

Eligible Account. An “Eligible Account” has the meaning set forth below; provided, that Lender may, from time to time, in the good faith exercise of its credit judgment, change the criteria for Eligible Accounts set forth below based on either: (a) an event, condition or other circumstance arising after the Closing Date, or (b) an event, condition or other circumstance existing on the Closing Date to the extent Lender has no written notice thereof from a Borrower prior to the Closing Date, in either case under clause (a) or (b) that adversely affects or, in the judgment of Lender, could be expected to adversely affect the Accounts as determined by Lender in the good faith exercise of its reasonable credit judgment. For purposes of this Agreement, the net amount of Eligible Accounts at any time shall be the face amount of such Eligible Accounts less any and all returns, rebates, discounts (which may, at Lender’s option, be calculated on shortest terms), credits, allowances or excise taxes of any nature at any time issued, owing, claimed by Account arising Debtors, granted, outstanding or payable in connection with such Accounts at such time. Any Accounts, which are not Eligible Accounts, shall nevertheless be part of the Collateral. Subject to the foregoing, “Eligible Account” means an Account of a Borrower (other than the Inactive Subsidiaries and, until such time as the opinion of counsel described in Section 5.40 shall have been provided to, and accepted by, Lender, ATC) which was generated in the ordinary course of Debtor's or Guarantors' (as the case may be) such Borrower’s business from the sale of goods or rendition of services Approved Goods or Services, which Secured Partywas generated originally in the name of the Borrower and not acquired via assignment or otherwise, and which Lender, in its sole credit judgmentreasonable discretion, deems to be an Eligible Account. Secured Party mayWithout limiting the generality of the foregoing, in its sole discretion, determine that an no Account is not shall be an Eligible Account if: (i) it arises out of a sale made by Debtor or Guarantor to a Subsidiary or an Affiliate of Debtor or Guarantor or to a Person controlled by a Subsidiary or an Affiliate of Debtor or Guarantor; or (ii) it is unpaid for more than ninety (90) days after the original invoice date therefor; or (iii) any covenant, representation or warranty contained in this Agreement or the applicable Security Agreement with respect to such Account has been breached in any material respect and such breach is continuing; or (iv) the Account Obligor is also Debtor's creditor or supplier or the Account Obligor has disputed liability with respect to such Account, or has made any claim with respect to any other Account due from such Account Obligor to Debtor, or the Account otherwise is or may become subject to any right of set-off by the Account Obligor, in each of the foregoing cases to the extent of any offset, dispute or claim; or (v) the Account Obligor has commenced a voluntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or made an assignment for the benefit of creditors, or a decree or order for relief has been entered by a court having jurisdiction in the premises in respect of the Account Obligor in an involuntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or any other petition or other application for relief under the federal bankruptcy laws has been filed against the Account Obligor, or if the Account Obligor has failed, suspended business, ceased to be Solvent, or consented to or suffered a receiver, trustee, liquidator or custodian to be appointed for it or for all or a significant portion of its assets or affairs; or (vi) it arises from a sale to an Account Obligor who is located outside the United States, unless the sale is on letter of credit, guaranty or acceptance terms, in each case acceptable to Secured Party in its sole discretion; or (vii) it arises from a sale to the Account Obligor on a xxxx-and-hold, guaranteed sale, sale-or-return, sale-on-approval, consignment or any other repurchase or return basis; or (viii) Secured Party believes, in its sole judgment, that collection of such Account is insecure or that payment thereof is doubtful or will be delayed by reason of the Account Obligor's financial condition; or (ix) the Account Obligor is the United States of America or any department, agency or instrumentality thereof, unless Debtor assigns its right to payment of such Account to Secured Party, in form and substance satisfactory to Secured Party, so as to comply with the Assignment of Claims Act of 1940, as amended (as codified at 31 U.S.C. Section 3727); or (x) the Account is subject to a Lien; or (xi) the goods giving rise to such Account have not been delivered to and accepted by the Account Obligor or the services giving rise to such Account have not been performed by Debtor and accepted by the Account Obligor or the Account otherwise does not represent a final sale; or (xii) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; or (xiii) Debtor has made any agreement with the Account Obligor for any deduction therefrom, except for discounts or allowances which are made in the ordinary course of business for prompt payment and which discounts or allowances are reflected in the calculation of the face value of each invoice related to such Account; or (xiv) Debtor has made an agreement with the Account Obligor to extend the time of payment thereof.:

Eligible Account. An an Account arising owing to a Borrower that arises in the ordinary course Ordinary Course of Debtor's or Guarantors' (as the case may be) business Business from the sale of goods or rendition of services which Secured Partyand is payable in Dollars, net of (without duplication) any applied or unapplied credits or other allowance (with any such unapplied credits or other allowances being applied to the most current accounts receivable owed to such Borrower) and any Dealer Contras, in its sole each case meeting the following requirements: (a) (i) it is a foreign Account owing from one of the Account Debtors listed on Schedule 1.1(A) and backed by a letter of credit judgment, deems for the benefit of a Borrower and acceptable to be an Eligible Account. Secured Party may, Agent in its sole discretion, determine that an Account is not an Eligible Account if: (i) it arises out of a sale made by Debtor or Guarantor to a Subsidiary or an Affiliate of Debtor or Guarantor or to a Person controlled by a Subsidiary or an Affiliate of Debtor or Guarantor; or (ii) it is unpaid for more than ninety (90) days after the original invoice date therefor; Net Yamaha Account, or (iii) any covenant, representation it is a domestic or warranty contained in this Agreement or the applicable Security Agreement with respect to such Canadian Account has been breached in any material respect and such breach is continuing; or (iv) the Account Obligor is also Debtor's creditor or supplier or the Account Obligor has disputed liability with respect to such Account, or has made any claim with respect to any other Account due from such Account Obligor to Debtor, or the Account otherwise is or may become subject to any right of set-off by the Account Obligor, in each of the foregoing cases to the extent of any offset, dispute or claim; or (v) the Account Obligor has commenced a voluntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or made an assignment for the benefit of creditors, or a decree or order for relief has been entered by a court having jurisdiction in the premises in respect of the Account Obligor in an involuntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or any other petition or other application for relief under the federal bankruptcy laws has been filed against the Account Obligor, or if the Account Obligor has failed, suspended business, ceased to be Solvent, or consented to or suffered a receiver, trustee, liquidator or custodian to be appointed for it or for all or a significant portion of its assets or affairs; or (vi) it arises from a sale to an Account Obligor who is located outside the United States, unless the sale is on letter of credit, guaranty or acceptance terms, in each case other than the Net Yamaha Account) that is acceptable to Secured Party Agent in its sole discretion; or (viib) it arises from a sale to conforms with all covenants and representations herein; (c) no Insolvency Proceeding has been commenced by or against the Account Obligor on a xxxx-and-holdDebtor, guaranteed sale, sale-or-return, sale-on-approval, consignment or any other repurchase or return basis; or (viii) Secured Party believes, in its sole judgment, that collection of such Account is insecure or that payment thereof is doubtful or will be delayed by reason of and the Account Obligor's financial conditionDebtor has not failed, has not suspended or ceased doing business, is not liquidating, dissolving or winding up its affairs, is Solvent, and is not subject to any Sanction or on any specially designated nationals list maintained by OFAC; or (ixd) the Account Obligor is the United States of America or any department, agency or instrumentality thereof, unless Debtor assigns its right to payment of such Account to Secured Party, in form and substance satisfactory to Secured Party, so as to comply with the Assignment of Claims Act of 1940, as amended (as codified at 31 U.S.C. Section 3727); or (x) the Account it is subject to a duly perfected, first priority Lien in favor of Agent, and is not subject to any other Lien; or (xie) the goods giving rise to such Account it have not been delivered to and accepted by the Account Obligor or Debtor, the services giving rise to such Account it have not been performed by Debtor and accepted by the Account Obligor Debtor, or the Account it otherwise does not represent represents a final sale; or (xiif) the Account it is not evidenced by chattel paper Chattel Paper or an instrument Instrument of any kind, or and has not been reduced to judgment; (g) it is not more than 30 days past due from the originally scheduled payment date; (h) it does not arise from a sale to an Affiliate of any Borrower; (i) is not subject to a Dealer Finance Agreement; (j) 50% or (xiii) Debtor has made any agreement with more of the Accounts owing by the Account Obligor for Debtor thereof to any deduction therefrom, except for discounts or allowances which are made in the ordinary course of business for prompt payment and which discounts or allowances are reflected in the calculation of the face value Borrowers are Eligible Accounts; and (k) it is otherwise deemed by Agent, in its reasonable discretion, to be an Eligible Account. Eligible Accounts Reserve: the aggregate amount of each invoice related reserves established by Agent from time to such Account; or (xiv) Debtor has made an agreement with the Account Obligor to extend the time in its sole discretion in respect of payment thereofEligible Accounts.

Eligible Account. An an Account arising in the ordinary course of Debtor---------------- Borrower's or Guarantors' (as the case may be) business from the sale of goods or rendition of services which Secured PartyBank, in its sole credit judgment, deems to be an Eligible Account. Secured Party mayWithout limiting the generality of the foregoing, in its sole discretion, determine that an no Account is not shall be an Eligible Account if: (i) it arises out of a sale made by Debtor or Guarantor Borrower to a Subsidiary or to an Affiliate of Debtor or Guarantor Borrower or to a Person controlled by a Subsidiary or an Affiliate or Subsidiary of Debtor or GuarantorBorrower; or (ii) it is unpaid for more than 30 days after the original due date shown on the invoice if the due date is 60 days or more after invoice date, or (iii) if the terms are less than 60 days, it is due or unpaid more than ninety (90) days after the original invoice date therefordate; or (iiiiv) fifty percent (50%) or more of the Accounts from the Account Debtor are not deemed Eligible Accounts hereunder; or (v) the total unpaid Accounts of the Account Debtor exceed twenty five percent (25%) of the net amount of all Accounts, to the extent of such excess; or (vi) any covenant, representation or warranty contained in this Agreement or the applicable Security Agreement with respect to such Account has been breached in any material respect and such breach is continuingbreached; or (ivvii) the Account Obligor Debtor is also DebtorBorrower's or an Affiliate's creditor or supplier supplier, or the Account Obligor has disputed liability with respect to such Account, or has made any claim with respect to any other Account due from such Account Obligor Debtor to DebtorBorrower or an Affiliate, or the Account otherwise is or may become subject to any right of set-off setoff by the Account Obligor, in each Debtor or an affiliate of the foregoing cases to the extent of any offset, dispute or claimAccount Debtor; or (vviii) the Account Obligor Debtor has commenced a voluntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or made an assignment for the benefit of creditors, or a decree or order for relief has been entered by a court having jurisdiction in the premises in respect of the Account Obligor in an involuntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or any other petition or other application for relief under the federal bankruptcy laws has been filed against the Account ObligorDebtor, or if the Account Obligor Debtor has failed, suspended business, ceased to be Solvent, or consented to or suffered a receiver, trustee, liquidator or custodian to be appointed for of it or for all or a significant portion of its assets or affairs; or (viix) it arises from a sale to an Account Obligor who is located Debtor outside the United StatesStates or Canada, unless the sale is on credit insured by a surety acceptable to Bank or backed by a letter of credit, guaranty or acceptance terms, credit issued in each case acceptable to Secured Party in its sole discretionBorrower's favor; or (viix) it arises from a sale to the Account Obligor Debtor on a xxxx-and-hold, guaranteed sale, sale-or-return, sale-on-approval, consignment consignment, or any other repurchase or return basis; or (viiixi) Secured Party Bank believes, in its sole reasonable judgment, that collection of such Account is insecure or that payment thereof is doubtful or will be delayed by reason of the Account ObligorDebtor's financial condition; or (ixxii) the Account Obligor Debtor is the United States of America or any department, agency or instrumentality thereof, unless Debtor Borrower assigns its right to payment of such Account to Secured PartyBank, in form and substance satisfactory to Secured PartyBank, so as to comply with the Assignment of Claims Act of 1940, as amended (as codified at 31 U.S.C. Section 3727)amended; or (xxiii) the Account Debtor is located in any state that requires the filing of a Business Activities Report, including the State of New Jersey or the State of Minnesota, unless Borrower has filed a Notice of Business Activities Report with the appropriate officials for the then current year; or (xiv) the Account is subject to a Lien; or (xixv) the goods giving rise to such Account have not been delivered to and accepted by the Account Obligor Debtor or the services giving rise to such Account have not been performed by Debtor Borrower in all material respects and accepted by the Account Obligor Debtor or the Account otherwise does not represent a final salesale (including accounts arising from Borrower's maintenance contracts, to the extent not earned by services); or (xiixvi) the total unpaid Accounts of the Account Debtor exceed a credit limit determined by Bank, in its sole discretion, to the extent such Account exceeds such limit; or (xvii) the Account is evidenced by chattel paper Chattel Paper, a note, or an instrument of any kind, or has been reduced to judgment; or (xiiixviii) Debtor Borrower has made any agreement with the Account Obligor for any deduction therefrom, except for discounts or allowances which are made in the ordinary course of business for prompt payment and which discounts or allowances are reflected in the calculation of the face value of each invoice related to such Account; or (xiv) Debtor has made an agreement with the Account Obligor to extend the time of payment thereof.any

Eligible Account. An an Account arising in the ordinary course of DebtorBorrower's or Guarantors' (as the case may be) business from the sale of goods or rendition of services which Secured PartyBank, in its sole credit judgment, deems to be an Eligible Account. Secured Party mayWithout limiting the generality of the foregoing, in its sole discretion, determine that an no Account is not shall be an Eligible Account if: (i) it arises out of a sale made by Debtor or Guarantor Borrower to a Subsidiary or to an Affiliate of Debtor or Guarantor Borrower or to a Person controlled by a Subsidiary or an Affiliate or Subsidiary of Debtor or GuarantorBorrower; or (ii) it is unpaid for more than 30 days after the original due date shown on the invoice if the due date is 60 days or more after invoice date, or (iii) if the terms are less than 60 days, it is due or unpaid more than ninety (90) days after the original invoice date therefordate; or (iiiiv) fifty percent (50%) or more of the Accounts from the Account Debtor are not deemed Eligible Accounts hereunder; or (v) the total unpaid Accounts of the Account Debtor exceed twenty five percent (25%) of the net amount of all Accounts, to the extent of such excess; or (vi) any covenant, representation or warranty contained in this Agreement or the applicable Security Agreement with respect to such Account has been breached in any material respect and such breach is continuingbreached; or (ivvii) the Account Obligor Debtor is also DebtorBorrower's or an Affiliate's creditor or supplier supplier, or the Account Obligor has disputed liability with respect to such Account, or has made any claim with respect to any other Account due from such Account Obligor Debtor to DebtorBorrower or an Affiliate, or the Account otherwise is or may become subject to any right of set-off setoff by the Account Obligor, in each Debtor or an affiliate of the foregoing cases to the extent of any offset, dispute or claimAccount Debtor; or (vviii) the Account Obligor Debtor has commenced a voluntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or made an assignment for the benefit of creditors, or a decree or order for relief has been entered by a court having jurisdiction in the premises in respect of the Account Obligor in an involuntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or any other petition or other application for relief under the federal bankruptcy laws has been filed against the Account ObligorDebtor, or if the Account Obligor Debtor has failed, suspended business, ceased to be Solvent, or consented to or suffered a receiver, trustee, liquidator or custodian to be appointed for of it or for all or a significant portion of its assets or affairs; or (viix) it arises from a sale to an Account Obligor who is located Debtor outside the United StatesStates or Canada, unless the sale is on credit insured by a surety acceptable to Bank or backed by a letter of credit, guaranty or acceptance terms, credit issued in each case acceptable to Secured Party in its sole discretionBorrower's favor; or (viix) it arises from a sale to the Account Obligor Debtor on a xxxxbill-and-hold, guaranteed sale, sale-or-return, sale-on-approvalappxxxxl, consignment consignment, or any other repurchase or return basis; or (viiixi) Secured Party Bank believes, in its sole reasonable judgment, that collection of such Account is insecure or that payment thereof is doubtful or will be delayed by reason of the Account ObligorDebtor's financial condition; or (ix) the Account Obligor is the United States of America or any department, agency or instrumentality thereof, unless Debtor assigns its right to payment of such Account to Secured Party, in form and substance satisfactory to Secured Party, so as to comply with the Assignment of Claims Act of 1940, as amended (as codified at 31 U.S.C. Section 3727); or (x) the Account is subject to a Lien; or (xi) the goods giving rise to such Account have not been delivered to and accepted by the Account Obligor or the services giving rise to such Account have not been performed by Debtor and accepted by the Account Obligor or the Account otherwise does not represent a final sale; or (xii) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; or (xiii) Debtor has made any agreement with the Account Obligor for any deduction therefrom, except for discounts or allowances which are made in the ordinary course of business for prompt payment and which discounts or allowances are reflected in the calculation of the face value of each invoice related to such Account; or (xiv) Debtor has made an agreement with the Account Obligor to extend the time of payment thereof.the