Eligible Inventory Sample Clauses

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

Eligible Inventory. All Eligible Inventory is of good and merchantable quality, free from defects.

Eligible Inventory. Eligible Inventory" (a) shall be valued at the lesser of cost or present market value of Debtor’s Inventory (as defined in the Michigan Uniform Commercial Code, as amended and in effect from time to time), as determined in accordance with generally accepted accounting principles, consistently applied (“GAAP”), and as may be adjusted by Bank, in Bank's discretion, for age and seasonality or other factors affecting the value of such Inventory; and (b) shall mean all of Debtor's Inventory which is in good and merchantable condition, free from all material defects, which is not obsolete or discontinued, which would be properly classified as “raw materials” or as “finished goods inventory” under and in accordance with GAAP, and which is subject to a first priority, properly perfected security interest in favor of Bank, and which strictly complies with all Debtor's representations and warranties to Bank set forth in this Agreement, the Security Agreement and any other agreement(s) between Debtor and Bank, but excluding (i) Debtor’s "work-in-process" inventory, supplies and packaging, consigned goods, Inventory located outside the United States of America or Canada, (ii) Inventory covered by or subject to a seller's right to repurchase, or any consensual or nonconsensual lien or security interest (including, without limitation, purchase money security interests) other than in favor of Bank, whether senior or junior to Bank's security interest, (iii) Inventory consisting of raw materials or purchased parts not in saleable form or condition, (iv) defective Inventory or Inventory under repair, (v) Inventory not insured and/or without a lender's loss payable provision in favor of Bank, (vi) Inventory located or stored at leased premises or with a bailee, warehouseman or other third party without Bank's prior written consent and unless a lessor's agreement, collateral access agreement, bailment agreement or other similar agreement in form and substance acceptable to Bank is in place, pursuant to which such lessor, bailee, warehouseman or other third party acknowledges Bank's security interest in such Inventory and permits Bank access to and possession of such Inventory, and (vii) Inventory that Bank, acting in its sole discretion, after having notified Debtor, excludes. Inventory which is at any time Eligible Inventory, but which subsequently fails to meet any of the foregoing requirements, shall forthwith cease to be Eligible Inventory and shall be immediately deduct...

Eligible Inventory. For purposes of this Agreement, Eligible Inventory shall exclude any Inventory 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 Inventory 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 Original Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust the applicable advance rate with respect to Eligible Inventory, in its reasonable credit judgment, subject to the approval of the Supermajority Lenders in the case of adjustments, new criteria, changes in the applicable advance rate or the elimination of Reserves which have the effect of making more credit available. Eligible Inventory shall not include any Inventory of Borrower or any Borrowing Base Guarantor that: (i) the Collateral Agent, on behalf of Secured Parties, does not have a first priority and exclusive perfected Lien on such Inventory; (ii) is not located on premises in United States or Canada; (iii) (A) is located on premises leased by Borrower or a Borrowing Base Guarantor, unless (x) at such location the aggregate value of Inventory exceeds $250,000, and (y) either (1) a reasonably satisfactory Landlord Lien Waiver and Access Agreement has been delivered to the Collateral Agent, or (2) Reserves reasonably satisfactory to the Administrative Agent have been established with respect thereto or (B) is stored with a bailee or warehouseman where the aggregate value of Inventory exceeds $250,000 unless either (x) a reasonably satisfactory, acknowledged bailee waiver letter has been received by the Collateral Agent or (y) Reserves reasonably satisfactory to the Administrative Agent have been established with respect thereto, or (C) is located at an owned location subject to a mortgage in favor of a lender other than the Collateral Agent where the aggregate value of Inventory exceeds $250,000 unless either (x) a reasonably satisfactory mortgagee waiver has been delivered to the Collateral Agent or (y) Reserves reasonably satisfactory to the Administrative Agent have been established with respect thereto; (iv) is placed on consignment (other than Eligible Consigned Inventory); (v) is covered by a negotiable document of title, unless such document has been delivered to the Collateral Agent with all necessary endorsements, free and cle...

Eligible Inventory. 13 1.8 Cash Management Systems...................................................... 15 1.9 Fees......................................................................... 15 1.10

Eligible Inventory. All of the Inventory owned by the Credit Parties and reflected in the most recent Borrowing Base Certificate delivered by Borrower to Agent shall be “Eligible Inventory” for purposes of this Agreement, except any Inventory to which any of the exclusionary criteria set forth below applies. In addition to Reserves established on the Closing Date, following notice by Agent to Borrower given reasonably in advance, Agent shall have the right to establish or modify Reserves against Eligible Inventory from time to time in its good faith credit judgment based on its analysis of facts or events to reflect changes in the salability of Inventory arising or discovered by Agent after the Closing Date. Eligible Inventory shall not include any Inventory of any Credit Party that: (a) is not owned by such Credit Party free and clear of all Liens and rights of any other Person (including the rights of a purchaser that has made progress payments, the rights of a surety that has issued a bond to assure such Credit Party’s performance with respect to that Inventory and the rights of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)), except the Liens in favour of Agent, on behalf of itself and Lenders, and except the Permitted Encumbrances described in clause (a), clause (e) and clause (l) of the definition of the term “Permitted Encumbrances” (other than the claims of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)); (b) (i) is not located on premises owned, leased or rented by such Credit Party and set forth in Schedule 5.12 (as Schedule 5.12 may be updated from time to time in writing by listing additional locations or deleting existing locations delivered by Borrower to Agent on or prior to each such change of locations), (ii) is stored at a leased location, unless listed on Schedule 5.12 or Agent has received prior written notice thereof from Borrower and unless (x) a reasonably satisfactory landlord waiver has been delivered to Agent or no statutory or contractual landlord lien exists with respect to such Inventory, or (y) Reserves satisfactory to Agent have been established with respect thereto, (iii) is stored with a bailee or warehouseman unless a reasonably satisfactory bailee letter has been received by Agent and Reserves reasonably satisfactory to Agent have been established with respect thereto, (iv) is located at an owned location subject to a mortgage in favour of a lender other than Agent, unless a reasonably ...

Eligible Inventory. As to each item of Inventory that is identified by Borrowers as Eligible Inventory, Eligible Finished Goods Inventory, or Eligible Raw Materials Inventory in a Borrowing Base Certificate submitted to Agent, such Inventory is (a) of good and merchantable quality, free from known defects, and (b) 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 Inventory”.

Eligible Inventory. As to each item of Inventory that is identified by Borrowers as Eligible Finished Goods Inventory, Eligible Spare Parts Inventory, or Eligible In-Transit Inventory in a Borrowing Base Certificate submitted to Agent, such Inventory is (a) of good and merchantable quality, free from known defects, and (b) 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 Inventory (in the case of Eligible In-Transit Inventory, after giving effect to any exclusions therefrom specified in the definition of Eligible In-Transit Inventory).

Eligible Inventory. The words "Eligible Inventory" mean at any time, all of Borrower's Inventory as defined below except: