Qualified Inventory definition
Qualified Inventory means all Raw Materials Inventory, Semi-Finished Goods and Scrap Inventory and Finished Goods Inventory held by a Credit Party in the normal course of business and owned solely by such Credit Party (per plant level records whereby manufactured items are valued at pre-determined costs and purchased items are valued at rolling average actual cost).
Qualified Inventory means the inventory of Borrower in which Standard Federal holds a perfected first security interest exclusive of any returned or damaged items and work-in-process.
Qualified Inventory means, with respect to any Borrower or Canadian Credit Party, all Inventory that is owned solely by such Borrower or Canadian Credit Party and as to which such Borrower or Canadian Credit Party has good, valid and marketable and (subject to the immediately succeeding sentence) unencumbered title; provided that, except during a period of 90 days after a business acquisition with respect to Inventory acquired in such business acquisition that, taken together with Qualified Accounts acquired in such business acquisition, does not exceed 10% of the applicable Borrowing Base immediately prior to such business acquisition, no Inventory acquired in connection with a business acquisition shall be considered for inclusion as Qualified Inventory until the Acquired Inventory Eligibility Requirement with respect to such Inventory shall have been satisfied. For the avoidance of doubt, “Qualified Inventory” (a) excludes Inventory in which any Person other than the owner Borrower or Canadian Credit Party has any direct or indirect ownership interest or title and (b) excludes Inventory that is subject to any Lien other than Liens permitted pursuant to Sections 10.01(i), (iv)(x), (x), (xi), (xx) and (xxvii)(x)-(y).
Examples of Qualified Inventory in a sentence
Upon delivery to the Agent of each Schedule of Inventory, the Agent shall make a determination, in its sole discretion, as to which Inventory listed thereon shall be deemed Qualified Inventory.
Upon delivery to the Administrative Agent of each Schedule of Inventory, the Administrative Agent shall make a determination, in its sole discretion, as to which Inventory listed thereon shall be deemed Qualified Inventory.
Without limiting the foregoing, the Parties may by mutual agreement from time to time update the Qualified Inventory and Assumed Contracts for any Contracts for the supply or sale of Inventory or Products that Seller may enter into with third parties after the date of this Agreement and prior to the Closing with the knowledge and consent of Purchaser.
Borrower shall use the proceeds of all Loans to make Qualified Inventory Purchases and to refinance Matured LC Obligations.
For the purposes of calculating the Closing Inventory in this Agreement, Qualified Inventory shall be valued at [Redacted — percentage factor used to value Qualified Inventory] of the original value of the Qualified Inventory determined on the weighted average cost method of accounting for inventory, in accordance with GAAP.
More Definitions of Qualified Inventory
Qualified Inventory means all Raw Materials Inventory, Semi-Finished Goods and Scrap Inventory and Finished Goods Inventory held by the Borrower in the normal course of business and owned solely by the Borrower (per plant level records whereby manufactured items are valued at pre-determined costs and purchased items are valued at rolling average actual cost).
Qualified Inventory means the Borrower’s Inventory of saleable raw materials and finished goods manufactured or acquired by the Borrower in the ordinary course of business, subject to its control or sole possession, stored in an Eligible Location and in a manner acceptable to the Bank, valued at the lower of cost or market value (determined on a first-in, first-out basis), which is not subject to any Lien except Liens in favor of the Bank, which complies with the additional eligibility standards, if any, which are set forth on Exhibit B to this Rider, and which is and at all times continues to be acceptable to the Bank. Standards of acceptability shall be fixed and may be revised from time to time exclusively by the Bank in its sole discretion. In the case of any dispute about whether Inventory is or has ceased to be Qualified Inventory, the decision of the Bank shall be final.
Qualified Inventory means Seller's right, title and interest in and to all saleable Product with an expiration date of 18 months or more after the Closing. Date for trade, as set forth on Appendix 1 to Schedule 4.12, whether in the possession of Seller, a contract manufacturer or some other third party on behalf of Seller as of the Closing Date.
Qualified Inventory means inventory (as that term is defined in the UCC) solely owned by the Company located in the United States which meets the following requirements and continues to meet the same until sold or otherwise disposed of as permitted by this Agreement: (a) it is subject to the first priority Lien of the Bank and it is not subject to any other assignment, claim, lien, or security interest whatsoever; (b) it is located at one of the Company's facilities set forth on SCHEDULE 2, none of which is a public warehouse or leased facility except as permitted in writing by the Bank (and then only if consented to in writing by each such public warehouse and lessor, in form acceptable to Agent); (c) it is not obsolete, is in good condition and is either currently usable or saleable; (d) it is raw materials, work-in-process, costs and estimated earnings in excess of billings on uncompleted contracts as reported on the Company's financi▇▇ ▇▇▇▇▇ments, or finished goods satisfactory to the Bank; (e) it is valued at the lower of cost (on a FIFO basis) or wholesale market value (exclusive of any transportation, processing or handling charges); and (f) its existence, location, amount, and lower of cost (on a FIFO basis) or wholesale market value (exclusive of any transportation, processing or handling charges) have been certified by the Company within fifteen days after the end of each month (or at such more frequent intervals as the Bank shall request) as to the amount thereof and all other matters set forth herein or reasonably required by the Bank. Qualified Inventory which subsequently fails to meet any of the foregoing requirements, shall forthwith cease to be Qualified Inventory.
Qualified Inventory means the Inventory (as that term is defined on Exhibit A annexed hereto) as to which Borrower has furnished to Lender adequate written information at such times and in such form as has been, or from time to time, may be requested by ▇▇▇▇▇▇, which meet all of the following criteria on the date of any advances under the Revolving Loan and during the term of this Agreement, and which are in all other respects reasonably acceptable to Lender:
(A) The Inventory consists of raw materials and finished marketable goods stored at the address(es) of the Borrower in the United States of America set forth on Schedule 2; if stored at any other location, the Inventory is not Qualified Inventory unless it is approved by Lender, made subject to an acceptable landlord waiver or bailee waiver and is otherwise Qualified Inventory in the sole and absolute discretion of Lender. The Inventory is not (i) work in process, (ii) packaging, shipping or supply materials, (iii) goods that have been returned for resale, or (iv) held for sale or consisting of a product line held for sale for longer than its useful life;
(B) Borrower is the sole owner of the Inventory, none of the Inventory is being held by the Borrower or a third party on a consignment basis, and the Borrower has not sold, assigned, transferred, mortgaged or hypothecated, nor released all or any part of the Inventory from Lender's security interest created by this Agreement. The Inventory is otherwise not subject to any claim, lien, security interest, financing statement or trademark/license of any persons or entities, including without limitation the United States, or any agencies or instrumentalities thereof except the security interest and financing statements in favor of ▇▇▇▇▇▇;
(C) If any of the Inventory is represented or covered by documents of title, instruments or chattel paper, the Borrower is the owner of all such documents, instruments and paper, and (except as provided in this Agreement) none of it has been sold or transferred nor has any security interest been granted in all or any portion thereof, except in favor of Lender;
(D) The Inventory is not obsolete, has not been rejected, returned or damaged;
(E) The Inventory, if purchased by ▇▇▇▇▇▇▇▇, was purchased in the ordinary course of business; and
(F) Lender has not notified the Borrower that the Inventory is unsatisfactory.
Qualified Inventory finished goods consisting of customized, specialty contact lens products; raw materials and supplies; but excluding any work in process, obsolete inventory, inventory not in the possession of Borrower Group and goods which have been shipped, delivered, provided to, purchased or sold by the Borrower Group on a b▇▇▇ and hold basis, a consignment sale basis, a guaranteed sale basis, a sale or return basis, or other similar understanding other than an absolute sale, all as determined from time to time by Lender. Qualified Inventory shall not include work-in-progress, polymacon mould and tape rings, raw materials, shipping and packaging supplies, and other standard deductions, as determined from time to time by Lender. Further, Qualified Inventory will be reduced by a factor of 10.3% to adjust for Borrower Group’s perpetual overstatement for capitalized warehouse space.
Qualified Inventory means the Inventory of each of the Co-Borrowers, their Subsidiaries and Affiliates in the sole possession or control of such Co-Borrowers, their Subsidiaries and Affiliates, stored in a location or locations and in a manner acceptable to the Agent, valued at the lower of cost or market value, which Inventory is, and at all times continues to be, acceptable to the Agent, and in which the Agent has an enforceable perfected security interest under the applicable Uniform Commercial Code or the Personal Property Security Act which is prior to all Liens, except Liens for taxes not yet due and payable to the extent given priority by statute and prior to any rights of suppliers in Canada to repossess thirty (30) day goods pursuant to the Bankruptcy Act.