Eligible Accounts Sample Clauses

Eligible Accounts. The Eligible Accounts are bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of Borrower’s business, owed to Borrower without any known defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Account that is identified by Borrower as an Eligible Account in a borrowing base report submitted to Agent, such Account is not excluded as ineligible by virtue of one or more of the excluding criteria set forth in the definition of Eligible Accounts.

Eligible Accounts. All of the Accounts owned by Borrower and its Subsidiaries and reflected in the most recent Borrowing Base Certificate delivered by Borrower to Agent shall be "Eligible Accounts" for purposes of this Agreement, except any Account to which any of the exclusionary criteria set forth below applies. Agent shall have the right to (i) establish, modify or eliminate Reserves against Eligible Accounts from time to time and (ii) adjust from time to time any of the criteria set forth below, establish new criteria and adjust advance rates with respect to Eligible Accounts, in each case on not less than 30 days prior written notice to Borrower in the event that any audit of Accounts conducted by or at the request of Agent is, in the commercially reasonable judgment of Agent, materially and adversely different from historical performance. Any exercise of rights by Agent pursuant to the immediately preceding sentence shall be subject to the approval of Supermajority Lenders in the case of adjustments, new criteria, changes in advance rates or the elimination of Reserves which have the effect of making more credit available. Eligible Accounts shall not include any Account of Borrower or any of its Subsidiaries: (a) that does not arise from the sale or rental of goods or the performance of services by Borrower or any of its Subsidiaries in the ordinary course of its business; (i) upon which Borrower's or any Subsidiary's right to receive payment is not absolute or is contingent upon the fulfillment of any condition whatsoever or (ii) as to which Borrower or any Subsidiary is not legally able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process or (iii) to the extent that both (x) the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a contract under which the Account Debtor's obligation to pay that invoice is subject to Borrower's or any Subsidiary's completion of further performance under such contract or is subject to the equitable lien of a surety bond issuer and (y) the aggregate face amount of all Accounts described in this clause (iii) exceeds $500,000; (c) to the extent that any defense, counterclaim, setoff or dispute has been asserted as to such Account; (d) that is not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services rendered to the applicable Account Debtor; (e) with r...

Eligible Accounts. As to each Account that is identified by Borrowers as an Eligible Account in a Borrowing Base Certificate submitted to Agent, such Account is (a) a bona fide existing payment obligation of the applicable Account Debtor created by the sale and delivery of Inventory or the rendition of services to such Account Debtor in the ordinary course of a Borrower’s business, (b) owed to a Borrower without any known defenses, disputes, offsets, counterclaims, or rights of return or cancellation, and (c) not excluded as ineligible by virtue of one or more of the excluding criteria (other than any Agent-discretionary criteria) set forth in the definition of Eligible Accounts.

Eligible Accounts. The Eligible Accounts are bona fide existing payment obligations of Account Debtors created by the sale and delivery of Inventory or the rendition of services to such Account Debtors in the ordinary course of a Borrower's business, and, to the Knowledge of Borrowers, are owed to such Borrower without defenses, disputes, offsets, counterclaims, or rights of return or cancellation. As to each Eligible Account, such Account is not, (a) owed by an employee, Affiliate, or agent of any Borrower, (b) on account of a transaction wherein goods were placed on consignment or were sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or on any other terms by reason of which the payment ▇▇ ▇he Account Debtor may be conditional, (c) payable in a currency other than Dollars, (d) owed by an Account Debtor that has or has asserted a right of setoff, has disputed its liability, or has made any claim with respect to its obligation to pay the Account, (e) to the Knowledge of Borrowers, owed by an Account Debtor that is subject to any Insolvency Proceeding or is not Solvent or as to which any Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor, (f) on account of a transaction as to which the goods giving rise to such Account have not been shipped and billed to the Account Debtor or the services giving rise to such Account have not been performed and accepted by the Account Debtor, (g) a right to receive progress payments or other advance billings that are due prior to the completion of performance by the ▇▇▇▇▇▇▇▇le Borrower of the subject contract for goods or services, and (h) an Account that has not been billed to the customer.

Eligible Accounts. 66 5.3 Eligible Inventory..............................................66 5.4 Equipment.......................................................66 5.5 Location of Inventory and Equipment.............................66 5.6

Eligible Accounts. As to each Account that is identified by a Borrower as an Eligible Account in a Borrowing Base Certificate submitted to Lender, such Account is (a) a bona fide existing payment obligation of the applicable Account Debtor created by the sale and delivery of Inventory or the rendition of services to such Account Debtor in the ordinary course of such Borrower’s business, (b) owed to such Borrower, and (c) not excluded as ineligible by virtue of one or more of the excluding criteria (other than Lender-discretionary criteria) set forth in the definition of Eligible Accounts.

Eligible Accounts. Each Additional Account designated hereby is an Eligible Account;

Eligible Accounts. As of the date of any Borrowing Base Certificate, all Accounts included in the calculation of Eligible Accounts on such Borrowing Base Certificate satisfy all requirements of an “Eligible Account” hereunder.

Eligible Accounts. Eligible Accounts" shall mean all Accounts of the Borrower other than the following: (i) Accounts which remain unpaid as of the earlier of sixty (60) days following its due date or ninety (90) days (or, with respect to foreign Accounts which are otherwise Eligible Accounts under this subsection 3.2, one hundred twenty (120) days) after the date of the original invoice with respect thereto; (ii) all Accounts owing by a single Account Debtor, including a currently scheduled Account, if twenty five percent (25%) or more of the balance owing by such Account Debtor is ineligible by reason of the criterion set forth in clause (i) of this subsection 3.2; (iii) Accounts with respect to which the Account Debtor is an Affiliate (other than Motorola so long as the Motorola Letter shall be in full force and effect and such other Affiliates as are requested by the Borrower and approved in writing by the Agent in its sole discretion) of the Borrower or a director, officer or employee of the Borrower or its Affiliates; (iv) Accounts with respect to which the Account Debtor is a Governmental Authority or prime contractor thereof unless the Borrower has complied in a manner satisfactory to the Agent with the Federal Assignment of Claims Act of 1940, as amended, or similar law or statute of the relevant state, province, municipality or other jurisdiction and any amendments thereto, relative to the assignment of such Accounts; (v) Accounts with respect to which the Account Debtor is not a resident of the United States or Canada (other than the provinces of Prin▇▇ ▇▇▇▇▇▇ ▇▇▇and, Newfoundland and Nova Scotia and the Northwest Territories) unless such Account is payable in United States dollars and such Account Debtor either (A) has an S&P investment grade rating and is located in a country with an S&P sovereign rating of AA or better and is listed on Exhibit 3.2 as of the Closing Date or as revised thereafter from time to time with the consent of the Agent or (B) has (x) supplied the Borrower with an irrevocable letter of credit, issued by a financial institution satisfactory to the Agent or (y) obtained foreign credit insurance from the Export/Import Bank of the United States or American Insurance Group or other financial institution satisfactory to the Agent, naming the Agent, for the benefit of the Lenders, as loss payee, in each case in an amount sufficient to cover such Account and in form and substance satisfactory to the Required Lenders and without right of setoff; (vi...