Eligible Receivables means Receivables arising in the ordinary course of -------------------- Borrower's business from the sale of goods or rendition of services, which Silicon, in its commercially reasonable judgment, shall deem eligible for borrowing, based on such commercially reasonable considerations as Silicon may from time to time deem appropriate. Without limiting the fact that the determination of which Receivables are eligible for borrowing is a matter of Silicon's discretion, the following (the "Eligibility Requirements") are the ------------------------ minimum requirements for a Receivable to be an Eligible Receivable: (i) the Receivable must not be outstanding for more than 90 days from its invoice date, (ii) the Receivable must not be subject to any contingencies (including Receivables arising from sales on consignment, guaranteed sale or other terms pursuant to which payment by the Account Debtor may be conditional), (iii) the Receivable must not be owing from an Account Debtor with whom Borrower has any material dispute regarding collection (whether or not relating to the particular Receivable), (iv) the Receivable must not be owing from an Affiliate of Borrower, (v) the Receivable must not be owing from an Account Debtor which is subject to any insolvency or bankruptcy proceeding, or which fails or goes out of a material portion of its business, or be a Receivable that Silicon knows or has reason to know presents a material risk of non-collection, (vi) the Receivable must not be owing from the United States or any department, agency or instrumentality thereof (unless there has been compliance, to Silicon's satisfaction, with the United States Assignment of Claims Act) or unless such Account Debtor has substantial operations in the United States, (vii) the Receivable must not be owing from an Account Debtor located outside the United States or Canada (unless pre-approved by Silicon in its discretion in writing, or backed by a letter of credit satisfactory to Silicon, or FCIA insured satisfactory to Silicon), (viii) the Receivable must not be owing from an Account Debtor to whom Borrower is or may be liable for goods purchased from such Account Debtor or otherwise. Receivables owing from one Account Debtor will not be deemed Eligible Receivables to the extent they exceed 25% of the total Receivables outstanding. In addition, if more than 50% of the Receivables owing from an Account Debtor are outstanding more than 90 days from their invoice date (without regard...
Eligible Receivables means (x) Customer List and Marketing Services Receivables owing to any Borrower or (y) Leased Department Receivables owing to any Borrower, in each case, deemed by the Administrative Agent in its discretion to be eligible for inclusion in the calculation of the Borrowing Base that satisfy the following criteria at the time of creation and continues to meet the same at the time of such determination: such Customer List and Marketing Receivable or Leased Department Receivable, as the case may be (i) has been earned by performance and represents the bona fide amounts due to a Borrower from an Account Debtor or a Department Lessor, as the case may be, and in each case originated in the ordinary course of business of such Borrower, and (ii) in each case is acceptable to the Administrative Agent in its Permitted Discretion, and is not ineligible for inclusion in the calculation of the Borrowing Base pursuant to any of clauses (A) through (V) below. Without limiting the foregoing, to qualify as an Eligible Receivable, such Customer List and Marketing Receivable or Leased Department Receivable, as the case may be shall indicate no Person other than a Borrower as payee or remittance party. In determining the amount to be so included, the face amount of such Receivable 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 Borrower may be obligated to rebate to a customer 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 Borrowers to reduce the amount of such Eligible Receivable. Except as otherwise agreed by the Administrative Agent, any such Customer List and Marketing Receivable or Leased Department Receivable, as the case may be included within any of the following categories shall not constitute an Eligible Receivable:
Eligible Receivables means and include with respect to each Borrower, each Receivable of such Borrower arising in the ordinary course of such Borrower's business and which Agent, in its sole credit judgment, shall deem to be an Eligible Receivable, based on such considerations as Agent may from time to time deem appropriate. A Receivable shall not be deemed eligible unless such Receivable is subject to Agent's first priority perfected security interest and no other Lien (other than Permitted Encumbrances), and is evidenced by an invoice or other documentary evidence satisfactory to Agent. In addition, no Receivable shall be an Eligible Receivable if:
Examples of Eligible Receivables in a sentence
With respect to the pledge of the Eligible Receivables pursuant to this Agreement, each of the Managing Agents and the Administrative Agent shall have the same rights and powers under this Agreement as any Lender and may exercise the same as though it were not such an agent, and the terms “Lender” and “Lenders” shall include, to the extent applicable, each of the Managing Agents and the Administrative Agent in their individual capacities.
More Definitions of Eligible Receivables
Eligible Receivables means the gross amount of the Borrower's accounts receivable that conform to the representations and warranties contained herein and in the Security Agreement and at all times continue to be acceptable to the Required Lenders in the exercise of their reasonable business judgment, less, without duplication, the sum of (a) any returns, discounts, claims, credits and allowances of any nature (whether issued, owing, granted or outstanding), (b) the gross amount of any account receivable that: (i) arises from sales to the United States of America or to any agency, department or division thereof unless payment therefor is secured to the Lenders pursuant to compliance with the United States Assignment of Claims Act or is otherwise acceptable to the Lenders, to the extent that such receivable, when aggregated with all similar such receivables that are deemed Eligible Receivables, exceeds in the aggregate $10,000,000 in face amount; (ii) arises from foreign sales other than sales secured by letters of credit (in form and substance satisfactory to the Required Lenders) issued or confirmed by, and payable at, banks having a place of business in the United States of America and payable in United States currency; (iii) remains unpaid more than ninety (90) days from invoice date; (iv) has a contra account; (v) arises from sales to any Subsidiary, or to any Affiliate; (vi) arises from xxxx and hold (deferred shipment) sales, or consignment sales; (vii) arises from sales to any customer which is (A) insolvent, (B) the debtor in any bankruptcy, insolvency, arrangement, reorganization, receivership or similar proceedings under any federal or state law, (C) negotiating, or has called a meeting of its creditors for purposes of negotiating, a compromise of its debts or (D) financially unacceptable to the Required Lenders or has a credit rating unacceptable to the Required Lenders; (viii) arises from sales to any customer if fifty percent (50%) or more of either (A) all outstanding invoices of such customer or (B) the aggregate dollar amount of all outstanding invoices of such customer are unpaid more than ninety (90) days from invoice date; (ix) is evidenced by a promissory note or other instrument, or (x) is deemed ineligible for any other reasons deemed necessary by the Required Lenders in their reasonable business judgment and which are customary either in the commercial finance industry or in the lending practices of the Required Lenders, and (c) an amount representing, hi...
Eligible Receivables means and include, each Receivable of a Borrower arising in the Ordinary Course of Business and which Agent, in its Permitted Discretion, shall deem to be an Eligible Receivable, based on such considerations as Agent may from time to time deem appropriate. A Receivable shall not be deemed eligible unless such Receivable is subject to Agent’s first priority perfected security interest and no other Lien (other than Permitted Encumbrances), and is evidenced by an invoice or other documentary evidence satisfactory to Agent. In addition, no Receivable shall be an Eligible Receivable if:
Eligible Receivables means, as of any date of determination and without duplication, the aggregate book value of all accounts receivable, receivables, and obligations for payment created or arising from the sale of inventory or the rendering of services in the ordinary course of business of the Parent or any of its Domestic Subsidiaries (collectively, the "Receivables"), net of allowances and reserves for doubtful or uncollectible accounts and sales adjustments consistent with such Person's internal policies and in any event in accordance with GAAP, but excluding in any event (a) any Receivable which is subject to any Lien that is not a Permitted Lien, (b) Receivables which are more than 60 days past due or 90 days past invoice date (excluding the Wal-Mart Holdback Receivables and Receivables owing from Supervalu), (c) Receivables owing from Supervalu which are more than 60 days past due or 150 days past invoice date, (d) Wal-Mart Holdback Receivables which (i) have a due date more than 365 days past the date the applicable Borrowing Base is measured or (ii) are more than 60 days past due, (e) 100% of the book value of any Receivable not otherwise excluded by clause (b), (c) or (d)(ii) above but owing from an account debtor for whom 20% or more of Receivables owing from it are then excluded by such clause (b), (c) or (d)(ii), (f) Receivables owing by an account debtor which is not solvent or is subject to any bankruptcy or insolvency proceeding of any kind, (g) Receivables which are contingent or subject to offset, deduction, counterclaim, dispute or other defense to payment, in each case to the extent of such offset, deduction, counterclaim, dispute or other defense, (h) Receivables for which any direct or indirect Subsidiary of the Parent or any Affiliate of the Parent is the account debtor, (i) Receivables representing a sale to the government of the United States or any agency or instrumentality thereof unless the Federal Assignment of Claims Act has been complied with to the reasonable satisfaction of the Lender with respect to the granting of a security interest in such Receivable, with or other similar applicable law, (j) any Receivable which is not subject to a perfected, first priority Lien in favor of the Lender to secure the Credit Party Obligations, (k) Receivables evidenced by notes, chattel paper or other instruments, unless such notes, chattel paper or instruments have been delivered to and are in the possession of the Lender, (l) Receivables owing by an account...
Eligible Receivables means and include with respect to each Borrower, each Receivable of such Borrower arising in the Ordinary Course of Business and which Agent, in its sole credit judgment, shall deem to be an Eligible Receivable, based on such considerations as Agent may from time to time deem appropriate. A Receivable shall not be deemed eligible unless such Receivable is subject to Agent’s first priority perfected security interest and no other Lien (other than Permitted Encumbrances), and is evidenced by an invoice or other documentary evidence satisfactory to Agent. In addition, no Receivable shall be an Eligible Receivable if:
Eligible Receivables means and include each Receivable of a Borrower arising in the Ordinary Course of Business and which Agent, in its Permitted Discretion, shall deem to be an Eligible Receivable, based on such considerations as Agent may from time to time deem appropriate. A Receivable shall not be deemed eligible unless such Receivable is subject to Agent’s first priority perfected Lien and no other Liens (other than Permitted Encumbrances). In addition, no Receivable shall be an Eligible Receivable if:
Eligible Receivables means all Qualified Receivables (as defined in the Pledge and Security Agreement) that are part of the Collateral.
Eligible Receivables means, at any time, Receivables: