Eligible Consigned Inventory definition
Eligible Consigned Inventory means, at the time of any determination thereof, Inventory of the Borrower which is Precious Metals, valued at the Market Value thereof, which (i) would constitute Hedged Inventory (and Eligible Precious Metals), but for clause (d) of the definition of Eligible Precious Metals, (ii) is subject to the first priority perfected security interest granted to Agent on behalf of the Lenders, (iii) is subject to a consignment memorandum issued by the Borrower upon shipment to an Eligible Consignee and has been in the possession of such Eligible Consignee for less than thirty (30) days from the invoice date and (iv) has been delivered to an Eligible Consignee on terms and conditions satisfactory to Agent, provided that:
Eligible Consigned Inventory means Eligible Inventory of Borrower or Borrowing Base Guarantor on consignment (A) on a location at which the aggregate Cost of such Eligible Inventory is no less than $100,000, (B) with a consignee of Borrower or Borrowing Base Guarantor with respect to which the aggregate Cost of such consigned Eligible Inventory is not less than $500,000, and (C) with respect to which Collateral Agent shall have received, in each case in form and substance satisfactory to Collateral Agent:
Eligible Consigned Inventory means Eligible Inventory of any Credit Party on consignment (a) located in the United States (or, if on consignment with any wholly-owned Subsidiary of Holdings organized under the laws of Canada, Canada), (b) at a location at which the aggregate book value of such Eligible Inventory is no less than $100,000, and (c) with respect to which Agent shall have received, in each case in form and substance reasonably satisfactory to Agent: (i) a valid consignment agreement or arrangement which is reasonably satisfactory to Agent is in place with respect to such Eligible Inventory; (ii) UCC or PPSA (Canada) searches against the consignee in those jurisdictions in which such Eligible Inventory is subject to consignment and the jurisdiction in which the consignee is organized or maintains its principal place of business and such other searches that the Agent reasonably deems necessary or appropriate; (iii) UCC-1 or PPSA (Canada) financing statements with respect to the consignee and the consigned Inventory filed at the appropriate offices which are duly assigned to Agent; (iv) a written notice to any lender making loans to the consignee secured by Inventory of the applicable Credit Party’s ownership interest in such Eligible Inventory; and (v) an agreement in writing from the consignee, pursuant to which such consignee, inter alia, acknowledges the first priority security interest of Agent in such Collateral, agrees to waive any and all claims such consignee may, at any time, have against such Collateral, whether for processing, storage, breach of warranty (with respect to prior purchases) or otherwise, and agrees to permit Agent access to the premises of such consignee so as to remove such Collateral from such premises and acknowledges that it holds and will hold possession of the Collateral for the benefit of Agent and agrees to follow all reasonable instructions of Agent with respect thereto.
Examples of Eligible Consigned Inventory in a sentence
All Eligible Inventory and Eligible Consigned Inventory of Borrower set forth in a borrowing base certificate delivered to Lender, as of the date of such certificate, is of good and merchantable quality, free from defects.
More Definitions of Eligible Consigned Inventory
Eligible Consigned Inventory means, at the time of any determination thereof, Inventory of the Borrower which is Precious Metals, valued at the Market Value thereof, which (i) would constitute Hedged Inventory (and Eligible Precious Metals), but for clause (d) of the definition of Eligible Precious Metals, (ii) is subject to the first priority perfected security interest granted to the Administrative Agent on behalf of the Secured Parties, (iii) is subject to a consignment memorandum issued by the Borrower upon shipment to an Eligible Consignee and has been in the possession of such Eligible Consignee for less than thirty (30) days from the invoice date and (iv) has been delivered to an Eligible Consignee on terms and conditions satisfactory to the Administrative Agent, provided that:
Eligible Consigned Inventory means Eligible Inventory of a U.S. Loan Party on consignment if such Eligible Inventory is easily identifiable as belonging to such Loan Party and Loan Party has (i) properly and timely perfected its purchase money security interest in the Inventory and assigned such interest to the Administrative Agent, all in accordance with Article 9 of the UCC and (ii) entered into or delivered such other documentation or agreements as the Administrative Agent may request in its Permitted Discretion, including without limitation consignment agreements, UCC searches, notices or Collateral Access Agreements.
Eligible Consigned Inventory means finished goods Inventory which has been consigned by Borrower to a consignee pursuant to an agreement in form and substance satisfactory to Agent and with respect to which Borrower has taken such steps as are reasonably required by Agent to protect Borrower’s ownership interest therein and Agent’s security interest therein and which otherwise satisfies all of the requirements set forth in the definition of the term “Eligible Inventory”, but for the fact that it is in the possession of a consignee.
Eligible Consigned Inventory means Eligible Inventory of the Borrowers on consignment (A) on any location at which the aggregate Cost of such Eligible Inventory is no less than $100,000, (B) with a consignee that (i) has not suspended business, (ii) has not made a general assignment for the benefit of creditors, (iii) has not failed to pay its debts generally as they come due, (iv) has not filed, or against which has not been filed, a petition under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors or (v) is otherwise, in the reasonable credit judgment of the Collateral Agent, able to meet its obligations under the applicable Coal Supply Agreement for the remainder of the term of such Coal Supply Agreement, (C) which meets the minimum specifications that require the consignee to accept such Eligible Inventory under the applicable Coal Supply Agreement or, if such specifications are not met, the consignee has confirmed its agreement to purchase such Eligible Inventory in a manner reasonably acceptable to the Collateral Agent and (D) with respect to which Collateral Agent shall have received, in each case in form and substance satisfactory to Collateral Agent:
Eligible Consigned Inventory means Eligible Inventory of a Loan Party on consignment if such Eligible Inventory is easily identifiable as belonging to such Loan Party and Loan Party has (i) properly and timely perfected its purchase money security interest in the Inventory and assigned such interest to the Administrative Agent, all in accordance with Article 9 of the UCC and (ii) entered into or delivered such other documentation or agreements as the Administrative Agent may request in its Permitted Discretion, including without limitation consignment agreements, UCC searches, notices or Collateral Access Agreements.
Eligible Consigned Inventory means, at the time of any determination thereof, Inventory of any Loan Party which is Precious Metals, valued at the Market Value thereof, which (i) would constitute Hedged Inventory (and Eligible Precious Metals), but for clause (d) of the definition of Eligible Precious Metals, (ii) is subject to the first priority perfected security interest granted to Agent on behalf of the Lenders, (iii) is subject to a consignment memorandum issued by the applicable Loan Party upon shipment to an Eligible Consignee and has been in the possession of such Eligible Consignee for less than thirty (30) days from the invoice date and (iv) has been delivered to an Eligible Consignee on terms and conditions satisfactory to Agent, provided that:
Eligible Consigned Inventory and all constituent definitions contained in such term as set forth in the ABL Credit Agreement shall have the meaning set forth in the ABL Credit Agreement as in effect on the date hereof or as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the ABL Intercreditor Agreement.