Eligible Inventory

Eligible Inventory. Shall mean Inventory as defined in the California Uniform Commercial Code in which the Collateral Agent has a perfected first priority security interest except for Liens permitted under Sections 7.01(c) and 7.01(d) of the Credit Agreement but excluding (a) Inventory which is not owned by L-P free and clear of all security interests, liens, encumbrances except for Liens permitted under the Security Agreement or the Credit Agreement or claims asserted by any third party, and (b) Inventory which... the Collateral Agent, in its reasonable discretion, deems to be obsolete, slow-moving, unsalable, damaged, defective or unfit for further processing. View More

Eligible Inventory. At any time, all of the Borrower's and CRG's Inventory except: (1) Inventory which is not owned by the Borrower or CRG 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; (3) Work in process, (4) Inventory consisting of used modular or manufactured homes, and (5) Inventory consisting of furniture. For the purpose of... this Agreement and the calculation of the Borrowing Base, the value of Borrower's Eligible Inventory shall be reduced by the sum of (i) any general ledger reserves for raw materials, (ii) any general ledger reserves for finished goods, (iii) any allowance for volume discounts or rebates for finished goods, plus (iv) any allowance for interest reimbursement payments to retailers of Borrower's Inventory. View More

Eligible Inventory. The book United States dollar value of only Borrowers' raw materials and finished goods inventory (without limitation, specifically excluding supplies, packaging and work in process) in which only the Lender holds a security interest and as to which the Lender, in its sole discretion, shall elect from time to time to constitute Eligible Inventory. Eligible Inventory shall include inventory that is in transit with a common carrier from vendors and suppliers of Borrowers, provided that, the... Lender may, at any time and in its sole discretion, without limitation, (a) consider such in-transit inventory not to be Eligible Inventory or (b) require (1) all bills of lading for such inventory to be issued in the name of the applicable Borrower and consigned to the order of the Lender, (2) additional reserves within the Borrowing Base for any applicable custom duties, (3) collateral access agreements from the applicable customs broker or such other party as requested by Lender, or (4) a sublimit on the amount of such inventory that will constitute Eligible Inventory. Without limiting the Lender's right, in its sole discretion, to consider any inventory not to be Eligible Inventory, and by way of example only of types of inventory that the Lender will consider not to be Eligible Inventory, the Lender, notwithstanding any earlier classification of eligibility, may consider any inventory not to be Eligible Inventory if such inventory: (i) is perishable; (ii) is custom inventory for which a Borrower does not have valid purchase orders; (iii) is slow-moving, damaged, defective, obsolete or discontinued inventory; (iv) is used, returned or demo inventory; (v) is not located at one of Borrowers' facilities described in Schedule 2 attached hereto or other location approved by Lender; (vi) is in transit with a common carrier from vendors and suppliers of Borrowers, except as set forth above; (vii) is consigned to or by any Borrower; (viii) is produced in violation of the Fair Labor Standards Act or subject to the "hot goods" provisions contained in 29 U.S.C. §215 or any successor to such section; (ix) is proprietary software; or (x) is not owned by any Borrower free and clear of all security interests, liens, encumbrances, and claims of third parties. The value of Eligible Inventory shall be the lower of the cost or market value of the Eligible Inventory computed on a first-in, first-out basis net of reserves in accordance with GAAP View More

Eligible Inventory. Means Inventory (net of freight and container costs) which Lender, in its sole discretion, shall deem Eligible Inventory, based on such considerations as Lender may, from time to time, deem appropriate

Eligible Inventory. Means only Inventory which satisfies the following requirements: a. Reseller has good, valid, and marketable title thereto, free and clear of any (i) title defect, (ii) any liens, (iii) bill of lading or other document of title, (iv) third party trademark, licensing or other proprietary rights (unless CPC is satisfied that such Inventory can be freely sold by CPC on and after the occurrence of a Default despite such third party rights), or (v) any interests of others other than Liens in favor... of CPC, Liens securing the Revolving Facility Debt or Liens that are subordinated to the security interest of CPC. b. Reseller has actual and exclusive possession thereof (either directly or through a bailee or agent of Reseller) at one of the locations in the continental United States set forth on Exhibit A to this Agreement (or in-transit from one such location to another such location). c. It is financed by CPC and such financing is noted on the applicable invoice for the Inventory. d. It is factory sealed, unused and has not been modified. e. It does not consist of goods that (i) are obsolete or slow moving, restrictive or custom items, work-in-process, raw materials; (ii) constitute spare parts, packaging and shipping materials, supplies used or consumed in Reseller's business, bill and hold goods, defective goods, "seconds," or Inventory acquired on consignment, or (iii) have been returned or rejected by Reseller's customers. f. The Inventory is otherwise acceptable to CPC, in its sole discretion. In determining the dollar amount to be so included in Eligible Inventory, Inventory shall be valued at the lower of cost or market on a basis consistent with Reseller's historical accounting practices. View More

Eligible Inventory. Means only Inventory which satisfies the following requirements:

Eligible Inventory. 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 claims of Persons other than the Bank; (2) slow moving, obsolete, unsalable, or unfit for further processing; (3) work in process; (4) subject to consignment or otherwise in the possession of another Person; (5) in transit or located outside of the United States; (6) subject to licensing, intellectual property, or any... requirements that would make it difficult to sell, lease or use; (7) comprised of samples, returns, rejected items, re-work items, non-standard items, odd-lots, or repossessed goods; (8) produced in violation of applicable Legal Requirements, including the Fair Labor Standards Act and the regulations and orders of the Department of Labor; or (9) 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. The definition of 'Eligible Inventory' in Section 1.37 of the Loan Agreement is hereby amended by deleting 'raw materials for such finished goods' and replacing it with 'raw materials for such finished goods consisting of transducers'.