Eligible Offtaker definition

Eligible Offtaker means:
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Eligible Offtaker means subject in each case to Section 5.5(g): (a) each of the Persons named on Schedule 2; (b) each other Person hereafter designated in writing to the Administrative Agent by the Borrower from time to time (in a writing providing, at a minimum, information regarding such Person as is provided on Schedule 2 with respect to Persons listed thereon) and approved in writing by the Majority Lenders in their sole discretion (provided that a Lender will be deemed to have given its approval to such Person ten (10) Business Days after the Lender has received in a written request for such approval specifying (in bold letters) that such approval will be deemed to have been given unless such Lender expressly disapproves in writing within that time); (c) each other Person designated in writing to the Administrative Agent by the Borrower from time to time whose obligations with respect to the Designated Receivables payable by such Person shall either be (i) covered by the Credit Insurance Policy under the terms thereof, (ii) covered by an Acceptable Letter of Credit or (iii) Guaranteed by a Person described in clause (a) or (b) above; and (d) each other Person designated in writing to the Administrative Agent by the Borrower from time to time that shall have entered into one or more Sales Agreements and shall make payments on a cash-against-documents or on a pre-shipment basis; provided that each Eligible Offtaker determined pursuant to clause (a), (b), (c) or (d) of this definition shall have its principal place of business in a country (other than Brazil) dealings with which are not generally prohibited by applicable U.S. law or by applicable United Nations resolution. Notwithstanding the above, in no event shall Aracruz Celulose or an Affiliate thereof be considered an Eligible Offtaker.
Sample 1Sample 2
Eligible Offtaker means: (a) subject to Section 5.2(h), each of the Persons located in an OECD Country and named on Schedule 2, (b) each other Person located in an OECD Country (i) whose long term unsecured foreign currency debt is rated at least “A-” by Standard & Poor’s and “A3” by Moody’s or (ii) designated in writing to the Administrative Agent by the Borrower from time to time hereafter approved in writing by the Majority Lenders in their sole discretion; provided that a Lender will be deemed to have given its approval to such Person 10 Business Days after the Borrower has requested such approval in a written request specifying (in bold letters) that such approval will be deemed to have been given unless such Lender expressly disapproves within that time, (c) each other Person designated in writing to the Administrative Agent by the Borrower from time to time whose obligations with respect to the Designated Receivables or Unencumbered Receivables payable by such Person shall either be: (i) covered by the Credit Insurance Policy under the terms thereof, (ii) covered in full by an Acceptable Letter of Credit, or (iii) Guaranteed in full in a manner satisfactory to the Administrative Agent in its sole discretion by a Person described in clause (a) or (b) above, and (d) each other Person designated in writing to the Administrative Agent by the Borrower from time to time that shall have entered into one or more Sales Agreements and shall have made such payment on behalf of the Borrower or Importer in a currency in Dollars or Euros on a cash-against-documents or on a pre-shipment basis; provided, that, each Eligible Offtaker determined pursuant to clause (a), (b), (c) or (d) of this definition shall have its principal place of business in a country (other than Brazil) dealings with which are not generally prohibited by applicable U.S. law or by applicable United Nations resolution. Notwithstanding the above, in no event shall either Obligor or an Affiliate thereof be considered an Eligible Offtaker.
Sample 1

Examples of Eligible Offtaker in a sentence

  • Each Borrower shall provide the Collateral Agent and the Lenders with a copy of any monthly production report or similar periodic report or document provided by it to any Eligible Offtaker pursuant to the terms of any Eligible Contract.

  • Each of the Obligors shall observe and comply with all the terms and provisions of the Credit Insurance Policy required to be observed or performed by it during any period that the obligations of any Eligible Offtaker with respect to any Designated Receivable used to satisfy the Specified Coverage Ratio is covered by the Credit Insurance Policy.

  • It shall endeavor to cause to be collected from the Eligible Offtaker obligated under each Sales Agreement, as and when due (including amounts that are delinquent), any and all amounts owing under or on account of the Receivables, and shall apply promptly upon payment thereof all such amounts as are so collected to the outstanding balance of such Receivables.

  • Aracruz Celulose shall use good faith efforts to promptly obtain an endorsement or other agreement of the insurer providing for the payment of claims related to Designated Receivables (only to the extent such Designated Receivable is from a Person not otherwise an Eligible Offtaker) directly to the Export Collateral Account.

  • It is understood and agreed by the Exporter that the price and terms and conditions of any resale of the Products by the Importer to any Eligible Offtaker or to any buyer designated by the Administrative Agent pursuant to Section 2.2(b) shall be mutually determined by the Importer and such Eligible Offtaker or buyer, as the case may be, in their sole discretion.

  • Each of the Borrower and the Subsidiary Guarantors shall provide the Collateral Agent and the Lenders with a copy of any monthly production report or similar periodic report or document provided by it to any Eligible Offtaker pursuant to the terms of any Eligible Contract.

  • The Guarantor shall use good faith efforts to promptly obtain an endorsement, in form and substance satisfactory to the Administrative Agent, providing for the payment of claims related to Designated Receivables (only to the extent such Designated Receivable is from a Person not otherwise an Eligible Offtaker) directly to the Collateral Account.

  • Each of the Obligors and the Importer shall observe and comply with all the terms and provisions of the Credit Insurance Policy required to be observed or performed by it during any period that the obligations of any Eligible Offtaker with respect to any Designated Receivable used to satisfy the Specified Coverage Ratio, or any Unencumbered Receivable used to satisfy the Specified Unencumbered Receivables Ratio, is covered by the Credit Insurance Policy.

  • Other than in the ordinary course of business, the Borrower shall not adjust, settle or compromise the amount or payment of any Designated Receivable or Intercompany Obligation, or release wholly or partly any Eligible Offtaker or obligor thereof, or allow any credit or discount thereon.

  • It shall use all commercially reasonable efforts to cause to be collected from the Eligible Offtaker obligated under each Sales Agreement, as and when due (including amounts that are delinquent), any and all amounts owing under or on account of the Designated Receivables, and shall apply promptly upon payment thereof all such amounts as are so collected to the outstanding balance of such Designated Receivables.

Related to Eligible Offtaker

  • Eligible offender means a felony offender who has been

  • Eligible Officer means a corporate officer who is also a director of the corporation and who has a substantial ownership interest in the corporation.

  • Eligible owner means an owner of real property who is eligible to or has entered into an installment agreement.

  • Eligible Unbilled Receivable means, at any time, any Unbilled Receivable if (a) the related Originator has recognized the related revenue on its financial books and records under GAAP, and (b) not more than thirty (30) days have expired since the date such Unbilled Receivable arose.

  • Eligible Contract means a currently effective written contract between Bank and a Subcustodian satisfying the requirements of paragraph (c)(2) of Rule 17f-5 (including any amendments thereto or successor provisions).

  • Eligible Account Receivable means an Account Receivable owing to the Company or any Domestic Subsidiary which meets the following requirements:

  • Eligible Credit Support means Eligible Collateral and Other Eligible Support.

  • Eligible Credit Card Receivables means at the time of any determination thereof, each Credit Card Receivable that satisfies the following criteria at the time of creation and continues to satisfy such criteria at the time of such determination: such Credit Card Receivable (i) has been earned by performance and represents the bona fide amounts due to a Loan Party from a Credit Card Issuer or Credit Card Processor, and in each case is originated in the ordinary course of business of such Loan Party, and (ii) in each case is not ineligible for inclusion in the calculation of the Borrowing Base, pursuant to any of clauses (a) through (g) below. Without limiting the foregoing, to qualify as an Eligible Credit Card Receivable, an Account shall indicate no Person other than a Loan Party as payee or remittance party. In determining the amount to be so included, the face amount of an Account shall be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that a Loan Party may be obligated to rebate to a customer, a Credit Card Issuer or Credit Card Processor pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received in respect of such Account but not yet applied by the Loan Parties to reduce the amount of such Credit Card Receivable. Except as otherwise agreed by the Agent, any Credit Card Receivable included within any of the following categories shall not constitute an Eligible Credit Card Receivable:

  • Eligible Counterparty means any bank or financial institution (which for these purposes shall include any leading dealer or broker in commodity and commodity index swap transactions) incorporated, domiciled and regulated in an OECD country with a rating equal to the Eligible Counterparty Threshold Rating or higher (or the equivalent rating from any other Rating Agency) or having the benefit of an enforceable guarantee from an Affiliate with a rating equal to the Eligible Counterparty Threshold Rating or higher (or the equivalent rating from any other Rating Agency).

  • Eligible child means the children of:

  • Eligible group means two or more persons who are engaged in a

  • Eligible Accounts Receivable means only such accounts receivable of the Borrower as the Bank, in its sole discretion, shall deem eligible. Without limiting the discretion of the Bank to consider any account receivable not to be an Eligible Account Receivable, and by way of example only of the types of accounts receivable that the Bank will consider not to be Eligible Accounts Receivable, notwithstanding any earlier classification of eligibility, the following accounts receivable shall not be considered Eligible Accounts Receivable: (i) any account receivable which is not paid in full within 90 days after it is created; (ii) any account receivable as to which any warranty is breached; (iii) any account receivable as to which the account debtor or other obligor disputes liability or makes any claim; (iv) any account receivable owed by any officer, director or shareholder of the Borrower or any of their relatives or any partnership, corporation, association, joint venture or other business entity wholly or partly owned or controlled directly or indirectly by the Borrower or any of them or any of their relatives; (v) any account receivable owed by any person as to whom a petition in bankruptcy or other application for relief is filed under any bankruptcy, reorganization, receivership, moratorium, insolvency or s law; (vi) any account receivable owed by any person who makes an assignment for the benefit of creditors, becomes insolvent, fails, suspends business, or goes out of business; (vii) any account receivable owed by the United States government or any agency of the United States government; (viii) any account receivable owed by any person if 10% or more in amount of the accounts receivable owed by such person to the Borrower are considered ineligible; (ix) consignment receivables; (x) bonded receivables; (xi) any account receivable constituting a retainage; (xii) any account receivable for goods which have not been shipped or work which has not been fully performed; (xiii) any account receivable owed by any person outside the United States of America, except account debtors approved in writing by the Bank (approved foreign account debtors are described on Exhibit B) ; (xiv) any account receivable owed by any person with whose creditworthiness the Bank becomes dissatisfied; and (xv) any account receivable in which the Bank does not have a perfected security interest constituting a first hen. In the event the Borrower owes any amount to any person that owes an account receivable to the Borrower, such amount owed by the Borrower shall be deducted from that portion of the account receivable which would otherwise qualify as an Eligible Account Receivable and only the difference thereof shall be considered an Eligible Account Receivable. No account receivable which does not qualify as an Eligible Account Receivable shall be considered an Eligible Account Receivable unless the Bank, upon the written request of the Borrower, states in writing that such account receivable is to be considered an Eligible Account Receivable.

  • Eligible Bank means a bank or trust company (i) that is organized and existing under the laws of the United States of America or Canada, or any state, territory, province or possession thereof, (ii) that, as of the time of the making or acquisition of an Investment in such bank or trust company, has combined capital and surplus in excess of $500.0 million and (iii) the senior Debt of which is rated at least “A-2” by Moody’s or at least “A” by S&P.

  • Eligible Unbilled Accounts means Accounts of the Obligors that does not qualify as an Eligible Account solely because (a) the goods giving rise to such Account have not been shipped and billed to the Account Debtor, or (b) the services giving rise to such Account have not been performed and billed to the Account Debtor and, in either case, so long as such Accounts have not been unbilled for more than thirty (30) days. For the avoidance of doubt, at such time as an Account is billed to the Account Debtor it shall no longer be an “Eligible Unbilled Account”.

  • Eligible Account Holder means any Person holding a Qualifying Deposit on the Eligibility Record Date for purposes of determining Subscription Rights and establishing subaccount balances in the liquidation account to be established pursuant to Section 15 hereof.

  • Eligible Authorised Participant means any entity that meets the requirements of the LS Operating Procedures Agreement.

  • Specified Cash Management Agreement any agreement providing for treasury, depositary or cash management services, including in connection with any automated clearing house transfers of funds or any similar transactions between the Borrower or any Guarantor and any Lender or affiliate thereof or any Agent or affiliate thereof, which has been designated by such Lender and the Borrower, by notice to the Administrative Agent not later than 90 days after the execution and delivery by the Borrower or such Guarantor, as a “Specified Cash Management Agreement”.

  • Secured Cash Management Agreement means any Cash Management Agreement that is entered into by and between any Loan Party and any Cash Management Bank.

  • Eligible Loan means a Loan offered for sale or substituted by Seller under a Sale Agreement which as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, is current or not more past due than permitted under such Sale Agreement in payment of principal or interest and which meets the following criteria as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the effective date of the related Xxxx of Sale, in the case of any Additional Loan or Substituted Loan:

  • Eligible obligation means an obligation issued or incurred by an authority or by a municipality on behalf of an authority before August 19, 1993 and its subsequent refunding by a qualified refunding obligation. Eligible obligation includes an authority’s written agreement entered into before August 19, 1993 to pay an obligation issued after August 18, 1993 and before December 31, 1996 by another entity on behalf of the authority.

  • Eligible pupil means a pupil who has been expelled from school under the mandatory expulsion provisions in section 1311 or 1311a of the revised school code, MCL 380.1311 and 380.1311a, a pupil who has been suspended or expelled from school under a local policy, a pupil who is referred by a court, a pupil who is pregnant or is a parent, a pupil who was previously a dropout, or a pupil who is determined by the district to be at risk of dropping out.

  • Eligible Obligor On any date of determination, any Obligor that:

  • Unbilled Receivable means, at any time, any Receivable as to which the invoice or xxxx with respect thereto has not yet been sent to the Obligor thereof.

  • Eligible Obligations means (a) with respect to Securities denominated in Dollars, Governmental Obligations; or (b) with respect to Securities denominated in a currency other than Dollars or in a composite currency, such other obligations or instruments as shall be specified with respect to such Securities, as contemplated by Section 2.01.

  • Scheduled Receivables Payment means, with respect to any Collection Period for any Receivable, the amount set forth in such Receivable as required to be paid by the Obligor in such Collection Period. If after the Closing Date, the Obligor’s obligation under a Receivable with respect to a Collection Period has been modified so as to differ from the amount specified in such Receivable as a result of (i) the order of a court in an insolvency proceeding involving the Obligor, (ii) pursuant to the Servicemembers Civil Relief Act or (iii) modifications or extensions of the Receivable permitted by Section 4.2(b), the Scheduled Receivables Payment with respect to such Collection Period shall refer to the Obligor’s payment obligation with respect to such Collection Period as so modified.

  • Eligible Loans has the meaning specified in any of the Purchase Agreements or the Sale Agreement, as applicable.