Eligible Accounts Receivable. The aggregate of the unpaid portions of ---------------------------- Accounts Receivable (net of any credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts Receivable) (a) that the Borrower reasonably and in good faith determines to be collectible; (b) that are with account debtors or other obligors that (i) are not Affiliates of the Borrower, (ii) purchased or licensed the goods or services giving rise to the relevant Account Receivable in an arm's length transaction, (iii) are not insolvent or involved in any case or proceeding, whether voluntary or involuntary, under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, dissolution, liquidation or similar law of any jurisdiction and (iv) are, in the Agent's reasonable judgment in accordance with standard commercial practices, creditworthy; (c) that are in payment of obligations that have been fully performed, do not consist of progress xxxxxxxx or xxxx and hold invoices and are not subject to dispute or any other similar claims that would reduce the cash amount payable therefor; (d) that are not subject to any pledge, restriction, security interest or other lien or encumbrance other than those created by the Loan Documents; (e) in which the Agent has a valid and perfected first priority security interest; (f) that are not outstanding for more than ninety (90) days past the earlier to occur of (i) the date of the respective invoices therefor and (ii) the date of shipment thereof in the case of goods or the end of the calendar month following the provision thereof in the case of services, unless the Agent in its discretion approves an extension of such time period; (g) that are not due from an account debtor or other obligor located in Minnesota unless the Borrower (i) has received a certificate of authority to do business and is in good standing in such state or (ii) has filed a notice of business activities report with the appropriate office or agency of such state for the current year; (h) that are not due from any single account debtor or other obligor if more than twenty percent (20%) of the aggregate amount of all Accounts Receivable owing from such account debtor or other obligor would otherwise not be Eligible Accounts Receivable; (i) that are payable in Dollars; (j) that are not payable from an office outside of the United States, Puerto Rico or Canada unless the Agent in its reasonable discret...
Eligible Accounts Receivable. That portion of the Accounts Receivable which is owned by a Borrower, subject to a Security Agreement, in which Agent has a perfected first priority security interest, subject to no other security interest, lien, charge or other encumbrance of any nature, evidenced by promissory notes or other documentation acceptable to Agent, and consisting of accounts which have payment terms acceptable to the Agent and which: (i) are and shall be created in the ordinary course of business of the Borrowers, except with respect to Accounts Receivable described in (ix) below so long as Land Company and Account Debtor are in compliance with (A) through (D) described therein; (ii) arise from a complete bona fide transaction and which require no further act under any circumstances on the part of any Borrower to make such receivable payable by the Account Debtor; (iii) are not subject to dispute, offset or counterclaim; (iv) do not arise out of any transaction with an Account Debtor which is insolvent or the subject of any bankruptcy or insolvency proceedings of any kind or of any other proceeding or action, threatened or pending, which might have a material adverse effect on the financial condition of such Account Debtors; (v) conform to all representations and warranties made by Borrowers in this Agreement and the other Loan Documents; (vi) have not remained unpaid for more than thirty (30) days from any payment date; (vii) do not arise out of any transaction with any affiliate of either Borrower, the General Partner, a Second Tier Partner, a Third Tier Partner, any Guarantor or any affiliate thereof; (viii) are owed by Account Debtors located within the United States of America; (ix) with respect to each Municipal Utility District Contract, (A) Land Company is in full compliance with the applicable CON-10 necessary to give rise to the obligation of the applicable Municipal Utility District to purchase the relevant facilities in accordance with the applicable CON-10, including without limitation the terms and conditions set forth in the applicable Policy Manual for Construction or Acquisition of Facilities, (B) except with respect to Accounts Receivable related to the San Jacinto River Authority contracts, Land Company has obtained and delivered to the Agent a copy of the executed confirmatory letter of such Municipal Utility District’s obligation contemplated by the applicable Policy, (C) the obligation of the applicable Municipal Utility District to acquire the “facility”...
Eligible Accounts Receivable. The product of the Advance Percent (as defined below in this definition) multiplied by the aggregate amount of all Eligible Accounts Receivable; plus
Eligible Accounts Receivable. For the purposes of determination of the Borrowing Base, Eligible Accounts Receivables shall be those Accounts Receivable ("Receivable") meeting the following criteria:
Eligible Accounts Receivable. Notwithstanding any provision of this Agreement to the contrary, during the Interim Period, the term "Eligible Accounts Receivable" shall be defined as follows:
Eligible Accounts Receivable. Accounts Receivable
Eligible Accounts Receivable. Seller shall be entitled to a ---------------------------- credit in an amount equal to (i) ninety percent (90%) of the face amount of all Eligible Accounts Receivable that are thirty (30) or fewer days past due as of the Closing Date, (ii) sixty percent (60%) of the face amount of all Eligible Accounts Receivable that are more than thirty (30)
Eligible Accounts Receivable. With respect to the Borrower, the aggregate of the unpaid portions of Accounts Receivable (net of any contra accounts, credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such Accounts Receivable) of the Borrower, except any Account Receivable to which any of the exclusionary criteria set forth below applies. The Administrative Agent shall have the right to establish, modify or eliminate Reserves against Eligible Accounts Receivable from time to time in its reasonable credit judgment. In addition, the Administrative Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below and to establish new criteria, in its reasonable credit judgment, reflecting changes in the collectibility or realization values of such Accounts Receivable arising or discovered by the Administrative Agent after the Closing Date, subject to the approval of the Required Lenders in the case of adjustments or new criteria which have the effect of making additional credit available hereunder. Eligible Accounts Receivable shall not include any Account Receivable if:
Eligible Accounts Receivable. Accounts receivable aged 90 days or less.
Eligible Accounts Receivable. Eligible Accounts Receivable include all of my Accounts Receivable that are and continue to be acceptable to you in all respects. Criteria for eligibility may be revised by you at any time. Eligible Accounts Receivable exclude all of the following Accounts Receivable: the entire balance of any Accounts Receivable that has been due and owing for more than 90 days from the invoice dates; all of the remaining Accounts Receivable owed by an Account Debtor when this Account Debtor is overdue on one account; and those which you in your sole discretion disqualify as an Eligible Account. Except in such case where Accounts Receivable are disqualified in relation to payments not received within 90 days of the invoice date, Lender shall provide written notification to Borrower prior to revising the criteria for eligibility, or prior to otherwise disqualifying Accounts Receivable.
