Eligible New Equipment means all new Equipment owned by Borrowers which is or has been acquired on or after October 1, 2008 (the value of which has been included in the calculation of the amount of any Equipment Purchase Loan) and which is not included in the most recent appraisal of Equipment received by Agent after the date hereof in accordance with Section 7.4(a) hereof, and is in good order, repair, running and marketable condition that at all times satisfies the criteria set forth below. In general, Eligible New Equipment shall not include: (a) Equipment at premises other than those permitted hereunder and which are either (i) owned and operated by Borrowers, or (ii) leased and operated by Borrowers or (iii) owned and operated by a third person, provided, that, except as Agent may otherwise agree, Agent shall have received a Collateral Access Agreement duly executed and delivered by such third person; (b) Equipment subject to a security interest, lien, charge or other encumbrance in favor of any Person other than Agent except those permitted in this Agreement that are subject to an intercreditor agreement, in form and substance satisfactory to Agent, between the holder of such security interest or lien and Agent or as Agent may otherwise specifically agree; (c) Equipment located outside the continental United States of America; (d) Equipment that is not subject to the first priority, valid and perfected security interests and liens of Agent; (e) worn-out, obsolete, damaged or defective Equipment or Equipment not used or usable in the ordinary course of Borrowers’ business as presently conducted; (f) computer hardware; (g) Equipment that is or becomes a fixture; or (h) Equipment which is Eligible Equipment. The criteria for Eligible New Equipment set forth above may only be changed and any new criteria for Eligible New Equipment may only be established by Agent in good faith based on either: (i) an event, condition or other circumstance arising after the date hereof, or (ii) an event, condition or other circumstance existing on the date hereof to the extent Agent has no written notice thereof from Borrowers prior to the date hereof, in either case under clause (i) or (ii) which adversely affects or could reasonably be expected to adversely affect such Equipment in the good faith determination of Agent. Any Equipment that is not Eligible New Equipment shall nevertheless be part of the Collateral.
Eligible New Equipment means manufacturing Equipment
Eligible New Equipment means, as to each Borrower, Equipment owned by such Borrower and acquired after the date hereof and which is not included in the appraisal referred to in Section 1.27 above, which would otherwise constitute Eligible Equipment pursuant to the criteria set forth in Section 1.27 above. Any Equipment which is not Eligible New Equipment shall nevertheless be part of the Collateral.
Examples of Eligible New Equipment in a sentence
A single Equipment Purchase Loan may be used for the purchase price of one or more items constituting Eligible New Equipment specified in the Equipment Purchase Loan Request required to be delivered to Lender pursuant to Section 2.3(d)(i) below and the minimum amount of such Equipment Purchase Loan applies to such Equipment Purchase Loan, not to the purchase price of any individual item of Eligible New Equipment.
The undersigned represents and warrants that this Borrowing Base Certificate is a true and correct statement of, and that the information contained herein is true and correct in all material respects regarding, the status of Eligible Accounts, Eligible New Equipment Inventory, Eligible Used Equipment Inventory, Eligible Rental Equipment, and Eligible Parts and Attachments Inventory and that the amounts reflected herein are in compliance with the provisions of the Credit Agreement and the Exhibits thereto.
In the event of a conflict between the following summary of eligibility criteria and the criteria set forth in the definition of Eligible Accounts, Eligible New Equipment Inventory, Eligible Used Equipment Inventory, Eligible Rental Equipment, and Eligible Parts and Attachments Inventory indicated in the Credit Agreement, the Credit Agreement shall govern.
Upon Lender's request, each Borrower shall, at its expense, no more than once in any twelve (12) month period, but at any time or times as Lender may request on or after an Event of Default, deliver or cause to be delivered to Lender written reports or appraisals as to the Eligible Existing Equipment or Eligible New Equipment in form, scope and methodology acceptable to Lender and by an appraiser acceptable to Lender, addressed to Lender, and upon which Lender is expressly permitted to rely.
All of the proceeds of each Equipment Purchase Loan shall be used solely for the payment of the purchase price of the Eligible New Equipment specified in the notice required to be delivered to Lender pursuant to Section 2.2(d)(i) below.
More Definitions of Eligible New Equipment
Eligible New Equipment means any Equipment acquired by Borrower on or after the Closing Date for which payment has been made in full, Borrower holds unconditional title, and which is in good order, repair, operating and marketable condition (ordinary wear and tear excepted), for which a Net Orderly Liquidation Value has not been identified pursuant to an appraisal ordered, received, and reviewed by Lender to its satisfaction, and in each case acceptable to Lender in its Permitted Discretion, and shall not include:
Eligible New Equipment means, as to each Borrower, such Equipment owned by such Borrower which is acquired after the date of Amendment No. 4 designated by a Borrower to Lender in writing as "Eligible New Equipment" and acceptable to Lender in all respects. Such designation by the applicable Borrower shall include Equipment serial numbers sufficient to identify the Equipment designated, and such acceptance by Lender shall be in writing specifying such Equipment, if any, that is acceptable to Lender. In general, Eligible New Equipment shall not include, unless otherwise approved by Lender: (A) Equipment that is not in good order, repair, running and marketable condition, (B) Equipment at premises other than those owned and controlled by such Borrower, except for Equipment at locations leased by a Borrower if either (but without duplication for any Reserve established pursuant to clause (ii) above or reduction in Equipment Term Loans in respect of such amounts):(1) Lender shall have received a Collateral Access Agreement duly authorized, executed and delivered by the owner of such premises in form and substance satisfactory to Lender, or (2) if Lender shall not have received such an agreement (or Lender shall determine to accept a Collateral Access Agreement that does not include all required provisions or provisions in the form otherwise required by Lender), Lender shall have, at its option, either (y) established a Reserve with respect to amounts at any time payable by such Borrower to the owner and lessor of such premises as Lender shall determine or (z) reduced the amount of the Equipment Purchase Term Loan based on such Eligible New Equipment by amounts at any time payable by such Borrower to the owner and lessor of such premises by an amount equal to the Reserves that would have been established under clause (y) above; (C) Equipment subject to a security interest or lien in favor of any person other than Lender; (D) Equipment which is not located in the continental United States of America; (E) Equipment which is not subject to the first priority, valid and perfected security interest of Lender; (F) worn out, obsolete, damaged or defective Equipment or Equipment not used or usable in the ordinary course of such Borrower’s business as presently conducted; (G) computer hardware; or (H) Equipment that is or becomes permanently affixed to land or buildings such that removal from the land or buildings would cause substantial damage to the item being removed or to the land or build...
Eligible New Equipment means all new Equipment owned by OMG which is acquired with the proceeds of the Equipment Purchase term Loans in connection with the OMG Expansion Project and is in good order, repair, running and marketable condition, and acceptable to Agent in good faith. In general, Eligible New Equipment shall not include: (i) Equipment located at or purchased by OMG and contracted for delivery to premises other than the Real Property in Agawam, Massachusetts owned and controlled by OMG; (ii) Equipment subject to a security interest or lien in favor of any person other than Agent, except those permitted in this Agreement that are subject to an intercreditor agreement in form and substance satisfactory to Agent between the holder of such security interest or lien and Agent; (iii) Equipment which is not located in the United States of America; (iv) Equipment which is not subject to the first priority, valid and perfected security interest of Agent; (v) worn-out, obsolete, damaged or defective Equipment or Equipment not used or usable in the ordinary course of OMG's business as presently conducted; (vi) computer hardware; or (vii) Equipment that is or becomes a fixture to any Real Property unless such Real Property is located in Agawam, Massachusetts and is encumbered by the Mortgage made by OMG. The criteria for Eligible New Equipment set forth above may only be changed and any new criteria for Eligible New Equipment be only be revised by Agent from time to time in good faith based on either (A) an event, condition or other circumstance arising after the Amendment No. 4 Effective Date, or (B) an event, condition or other circumstance existing on the Amendment No. 4 Effective Date to the extent Agent has no written notice thereof from OMG prior to the Amendment No. 4 Effective Date, in either case under clause (A) or (B) which adversely affects or could reasonably be expected to adversely affect the Equipment in the good faith determination of Agent. Any Equipment which is not Eligible New Equipment shall nevertheless be part of the Collateral.
Eligible New Equipment means (A) the gross amount of each Borrower's New Equipment, valued at the delivered cost of such New Equipment, which (i) is owned solely by such Borrower and with respect to which such Borrower has good, valid and marketable title; (ii) is stored on property that is either owned or leased by such Borrower when not rented to an account debtor pursuant to an equipment lease (provided, that, with respect to New Equipment stored on property leased by such Borrower, such Borrower shall have delivered in favor of the Agent an Acknowledgment Agreement from the landlord of such leased property); (iii) is subject to a valid, enforceable and first priority perfected Lien (and no other Liens other than Non-Priority Liens) in favor of the Agent (except for any titled equipment, the title to which has not been modified to name the Agent as lienholder, which equipment may be included as Eligible New Equipment for a period of sixty (60) days following the Closing Date, provided such equipment otherwise complies with the requirements of this definition); (iv) is located in the United States; and (v) is not obsolete or slow moving, and which otherwise conforms to the warranties contained in this definition and to the Collateral Warranties; and (B) less any New Equipment that the Agent determines in its reasonable judgment to be ineligible. In addition to the foregoing, Eligible New Equipment shall include such items of such Borrower's New Equipment as such Borrower shall request and that the Agent approves in advance, in writing and in its reasonable judgment.
Eligible New Equipment means Equipment owned by Borrower acquired after the date hereof, which Equipment is in good order, repair, running and marketable condition, and acceptable to Lender in all respects. In general, Eligible New Equipment shall not include: (a) Equipment subject to a security interest or lien in favor of any person other than Lender except those permitted in this Agreement; (b) Equipment which is not located in the continental United States of America; (c) Equipment which is not subject to the first priority, valid and perfected security interest of Lender; (d) worn-out obsolete, damaged or defective Equipment or Equipment not used or usable in the ordinary course of Borrower's business as presently conducted. Any Equipment which is not Eligible New Equipment shall nevertheless be part of the Collateral.
Eligible New Equipment means (1) new Equipment purchased from the manufacturer or its duly authorized dealer, (2) which has not been used and which is not more than one (1) year old, (3) which is not fixtures, (4) which is not subject to a lien or security interest of any other person, (5) which is not leased and (6), which is not worn - out or obsolete; and (D) "Original Supplier Landed Cost" means supplier invoice price less all excise or other taxes, less freight to San Juan, Puerto Rico, or the United States Virgin Islands, as appxxxxble, less all duty.
Eligible New Equipment means all new Equipment owned by Borrowers which is or has been acquired on or after October 1, 2008 (the value of which has been included in the calculation of the amount of any Equipment Purchase Loan) and which is not included in the most recent appraisal of Equipment received by Agent after the date hereof in accordance with