Eligible Inventory

Eligible Inventory. Means Inventory which Silicon, in its* deems eligible for borrowing, based on such considerations as Silicon may from time to time deem appropriate. Without limiting the fact that the determination of which Inventory is eligible for borrowing is a matter of Silicon's* Inventory which does not meet the following requirements will not be deemed to be Eligible Inventory: Inventory which (i) consists of finished goods, in good, new and salable condition which is not perishable, not obsolete or... unmerchantable, and is not comprised of raw materials, work in process, packaging materials or supplies; (ii) meets all applicable governmental standards; (iii) has been manufactured in compliance with the Fair Labor Standards Act; (iv) conforms in all respects to the warranties and representations set forth in this Agreement; (v) is at all times subject to Silicon's duly perfected, first priority security interest; and (vi) is situated at a one of the locations set forth on the Schedule. *GOOD FAITH BUSINESS JUDGMENT View More

Eligible Inventory. Means, at any time, all of the Borrower's Inventory in which the Bank has a first priority continuing perfected Lien except Inventory which is: (1) not owned by it free and clear of all Liens except in favor of the Bank, and claims of Persons other than the Bank; (2) slow moving, obsolete, unsalable, damaged, defective, perishable, or unfit for 2 further processing; (3) work in process; (4) subject to consignment or otherwise in the possession of another Person, unless otherwise... agreed to by the Bank in writing; (5) in transit or located outside of the United States; (6) identified to be purchased under a contract under which it has received, or is entitled to receive, an advance payment; (7) determined by the Bank to be ineligible due to licensing, intellectual property, or any Legal Requirements that would make it difficult to sell, lease or use such Inventory; (8) comprised of samples, returns, rejected items, re-work items, non-standard items, odd-lots, or repossessed goods; (9) produced in violation of applicable Legal Requirements, including the Fair Labor Standards Act and the regulations and orders of the Department of Labor; or (10) otherwise determined ineligible by the Bank; provided, however, that transportation and storage charges shall be excluded from amounts otherwise included in Eligible Inventory. View More

Eligible Inventory. All Inventory of Borrower held for sale in the ordinary course of business, valued at the lowest of the net purchase cost or the lowest bulk market price, provided, however, that at any time that a Permitted Overadvance occurs and is continuing under this Agreement, the value of such Inventory shall be determined based upon an appraisal of the Inventory from an appraiser acceptable to Silicon. Eligible Inventory shall exclude, any Inventory which consists of: (a) any Inventory located outside... of the United States; (b) any Inventory located outside of a state in which Silicon has properly and unavoidably perfected the Liens of Silicon under this Agreement, free and clear of all other Liens; (b) any Inventory not in the actual possession of Borrower, except to the extent provided in subsection (d) below; (c) any Inventory in the possession of a bailee, warehouseman, consignee or similar third party, except to the extent that such bailee, warehouseman, consignee or similar third party has entered into an agreement with Silicon in which such bailee, warehouseman, consignee or similar third party consents and agrees to Silicon's Lien on such Inventory and to such other terms and conditions as may be required by Silicon; (d) any Inventory located on premises leased or rented to Borrower or otherwise not owned by Borrower, unless Silicon has received a waiver and consent from the lessor, landlord and/or owner, in form and substance satisfactory to Silicon; (e) any Inventory the sale or other disposition of which has given rise to a Eligible Account; (f) work-in-process, supplies, displays, packaging and promotional materials; (g) any Inventory as to which Silicon determines in the exercise of its sole and absolute discretion at any time and in good faith is not in good condition or is defective, unmerchantable, post-seasonal, slow moving or obsolete; and (h) any Inventory which in Silicon's good faith business judgment has deemed to be ineligible because Silicon otherwise considers the collateral value to Silicon to be impaired or its or their ability to realize such value to be insecure. In the event of any dispute under the foregoing criteria, as to whether Inventory is, or has ceased to be, Eligible Inventory, the decision of Silicon shall control. View More

Eligible Inventory. ‘Eligible Inventory' shall mean all unencumbered inventory of raw material work in process and finished goods of the Borrower and its Domestic Subsidiaries exclusive of End of Life Inventory, other than up to $20,000,000.00 of the value of Eligible End of Life Inventory, as each of such terms is herein defined, from time to time on hand valued at the lowest of (a) cost, (b) market value, or (c) the valuation consistent with that employed in the preparation of the financial statements of the... Borrower referred to in Section 5.1 hereof. View More

Eligible Inventory. Inventory which Silicon, in its good-faith business judgment, deems eligible for borrowing, based on such considerations as Silicon may from time to time deem appropriate

Eligible Inventory. Means all inventory held for ultimate sale or lease, or which has been or will be supplied under contracts of service, or which are raw materials, work in process, or materials used or consumed in the Borrower's business and that has been specifically identified and accepted by the Lender, excluding all of the following inventory: (a) Covered by documents of title, instruments, or chattel paper when these documents, instruments and paper are not owned and held by the Borrower or are subject to... competing claims, liens or encumbrances. (b) Intended to be sold outside of the ordinary course of business. (c) Consigned, sold or leased to others or on consignment or lease from others or subject to a bailment. (d) Subject to a competing claim, lien or encumbrance. (e) Paid for in advance with progress payments or any other sums to the Borrower in anticipation of the sale and delivery of inventory. (f) Obsolete or unusable in the ordinary course of business. (g) Inventory of work in progress. (h) Inventory that the Lender, in its sole discretion, disqualifies as Eligible Inventory, exercised reasonably. View More

Eligible Inventory. Means Inventory that Bank deems acceptable, in its discretion, for the purpose of making of Advances hereunder.

Eligible Inventory. Means the sum of: (i) all Inventory of the Borrower, at the lower of cost or market value as determined in accordance with GAAP, and (ii) provided that neither an Event of Default nor a Materials Business Sale has occurred, all Inventory of IFT, at the lower of cost or market value as determined in accordance with GAAP; except the following shall not in any event be deemed Eligible Inventory: (i) Inventory that is: in-transit (provided... that goods in transit in the ordinary course of business between the Borrower's facilities in Brown and Marshall Counties, South Dakota, its facilities in Rice and Dakota Counties, Minnesota and Boulder County, Colorado shall not be excluded by this clause); located at any warehouse, job site or other premises not approved by the Agent in writing; located outside of the states, or localities, as applicable, in which the Agent has filed financing statements to perfect a first priority security interest in such Inventory; covered by any negotiable or non-negotiable warehouse receipt, bill of lading or other document of title not in the Agent's possession; on consignment from or to any Person or subject to any bailment; -3- 4 (ii) Supplies, packaging, maintenance parts or sample Inventory; (iii) Inventory that is damaged, obsolete, slow moving or not currently saleable in the normal course of the Borrower's or IFT's operations; (iv) Inventory that the Borrower or IFT has returned, has attempted to return, is in the process of returning or intends to return to the vendor thereof; (v) Inventory that is perishable or live; (vi) Inventory manufactured by the Borrower or IFT pursuant to a license, other than that manufactured under a license from IBM, Inc., unless the applicable licensor has agreed in writing to permit the Agent to exercise its rights and remedies against such Inventory; (vii) Inventory that is subject to a security interest in favor of any Person other than the Agent; (viii) Inventory owned by IFT until the Agent has received evidence satisfactory to it of the perfection and priority of its security interest in such Inventory; and (ix) Inventory otherwise deemed ineligible by the Agent in its sole discretion. View More

Eligible Inventory. Means, at any time, all of the Borrower's Inventory except: (1) Inventory which is not owned by the Borrower free and clear of all security interests, liens, encumbrances, and claims of third parties; (2) Inventory which the Bank, in its sole discretion, deems to be obsolete, unsalable, damaged, defective, or unfit for further processing; and (3) Work in process.

Eligible Inventory. Is Borrower's Inventory, including raw materials, located at its principal place of business (or any location permitted under Section 6.2) that is in all material respects of good and marketable quality, free from material defects, but does not include used, returned, obsolete, consigned, work in progress, demonstrative or custom inventory, supplies, packing or shipping materials.