Eligible Inventory

Eligible Inventory. [NOT APPLICABLE].

Eligible Inventory. Means, at any time, the aggregate of Borrower's Inventory that (a) consists of finished goods, in good, new, and salable condition, which is not perishable, returned, consigned, obsolete, not sellable, damaged, or defective, and is not comprised of demonstrative or custom inventory, works in progress, packaging or shipping materials, or supplies; (b) meets all applicable governmental standards; (c) has been manufactured in compliance with the Fair Labor Standards Act; (d) is not subject to any... Liens, except the first priority Liens granted or in favor of Bank under this Agreement or any of the other Loan Documents; (e) located at the locations in the United States identified by Borrower in the Perfection Certificate where it maintains Inventory and where Bank has obtained a bailee agreement or landlord waiver in form and substance acceptable to Bank; and (f) is otherwise acceptable to Bank in its good faith business judgment. View More

Eligible Inventory. (i) Inventory that is: in-transit; located at any warehouse, job site or other premises not approved by the Lender in writing; not subject to a duly perfected first priority security interest in the Lender's favor; not located on the Borrower's premises in Texas and Georgia or on the premises owned by U-Freight America, Inc. located at 405B South Airport Blvd., South San Francisco, CA or on the premises owned by JIT Services, LLC located at 125 Electronics Blvd., Huntsville, Alabama (provided,... that future locations will be considered, subject to a fully executed waiver, in form and substance reasonably acceptable to the Lender); covered by any negotiable or non-negotiable warehouse receipt, bill of lading or other document of title; on consignment from any Person; on consignment to any Person or subject to any bailment unless such consignee or bailee has executed an agreement with the Lender; View More

Eligible Inventory. Means Borrower's raw materials, finished goods and work in process arising in the ordinary course of Borrower's business, which Silicon, in its sole judgment, shall deem eligible for borrowing, based on such considerations as Silicon may from time to time deem appropriate; provided, however, Eligible Inventory does not include, in any event, (i) used, returned, obsolete, consigned, demonstrative or custom Inventory or supplies, or (ii) any raw materials, finished goods or work in process not... subject to a first perfected security interest in favor of Silicon, or (iii) any of Borrower's raw materials, finished goods or work in process not in Borrower's possession. View More

Eligible Inventory. Means as of any date, the aggregate value of all inventory of raw materials and finished goods (excluding work in progress and packaging materials, supplies and any advertising costs capitalized into inventory) then owned by Borrower or the Guarantor and held for sale, lease or other disposition in the ordinary course of its business, in which Lender has a first priority lien, excluding (i) inventory which is damaged, defective, obsolete or otherwise unsaleable in the ordinary course of... business of Borrower or the Guarantor, as applicable, (ii) inventory which has been returned or rejected, and (iii) inventory subject to any consignment arrangement between Borrower or the Guarantor, as applicable, and any other person or entity. For purposes of this definition, Eligible Inventory shall be valued at the lower of cost (excluding the cost of labor) or market value. View More

Eligible Inventory. Means Inventory consisting of first quality DVD finished goods held for sale in the ordinary course of Borrower's business, net of any variance between the amounts thereof as determined by Borrower's perpetual inventory as compared to the amounts thereof recorded in Borrower's general ledger, that are located at Borrower's premises identified on Schedule E-1, are acceptable to Foothill in the exercise of its reasonable credit judgment, and strictly comply with all of Borrower's representations... and warranties to Foothill. Eligible Inventory shall not include Exclusive DVD Inventory, Inventory consisting of laserdiscs or any other format other than DVD, slow moving or obsolete items, restrictive or custom items, work-in-process, components, packaging (including DVD "jewel cases") and shipping materials, supplies used or consumed in Borrower's business, Inventory at any location other than those set forth on Schedule E-1, Inventory subject to a security interest or lien in favor of any third Person, bill and hold goods, Inventory that is not subject to Foothill's perfected security interests, defective goods, "seconds," and Inventory acquired on consignment. Eligible Inventory shall be valued at the lower of Borrower's cost (computed on an average cost basis according to GAAP) or market value. View More

Eligible Inventory. Means Inventory consisting of DRAM Chips and first quality finished goods consisting of memory modules, held for sale in the ordinary course of the Borrower's business, that complies with each of the representations and warranties respecting Eligible Inventory made by the Borrower in this Agreement and the Loan Documents, and that is not excluded as ineligible by virtue of the one or more of the criteria set forth below; provided, however, that such criteria may be fixed and revised from time... to time by the Lender in the Lender's sole and absolute discretion to address the results of any audit or appraisal performed by the Lender from time to time after the Closing Date. In determining the amount to be so included, Inventory shall be valued at the lower of cost or market on a basis consistent with the Borrower's historical accounting practices. The following shall not be included in Eligible Inventory: 4 (i) Inventory that is: in-transit; located at any warehouse, job site or other premises not approved by the Lender in writing; not subject to a duly perfected first priority security interest in the Lender's favor; subject to any lien or encumbrance that is subordinate to the Lender's first priority security interest; covered by any negotiable or non-negotiable warehouse receipt, bill of lading or other document of title; on consignment from any Person; on consignment to any Person or subject to any bailment unless such consignee or bailee has executed an agreement with the Lender; (ii) Supplies, packaging, maintenance parts or sample Inventory, or customer supplied parts or Inventory; (iii) Work-in-process Inventory; (iv) Inventory that is damaged, defective, obsolete, slow moving or not currently saleable in the normal course of the Borrower's operations, or the amount of such Inventory that has been reduced by shrinkage; (v) Inventory that the Borrower has returned, has attempted to return, is in the process of returning or intends to return to the vendor thereof; (vi) Inventory that is perishable or live; (vii) Inventory manufactured by the Borrower pursuant to a license unless the applicable licensor has agreed in writing to permit the Lender to exercise its rights and remedies against such Inventory; (viii) Inventory that is subject to a Lien in favor of any Person other than the Lender; (ix) Inventory stored at locations holding less than 10% of the aggregate value of Borrower's Inventory; and (x) Inventory otherwise deemed ineligible by the Lender in its sole discretion. View More

Eligible Inventory. Means, as at any date of determination, the value (determined at the lower of cost or market on a first-in, first-out basis) of all Inventory consisting of raw materials and finished goods owned by and in the possession of Client and located in the United States of America except the following: (a) finished goods which do not meet the specifications of the purchase order for such goods; (b) Inventory which Purchaser determines in the exercise of its sole and reasonable discretion to be... unacceptable for borrowing purposes due to age, quality, type, category and/or quantity including, without limitation, any Inventory which is obsolete, damaged, not in good condition, or not either currently usable or currently salable in the ordinary course of the business of Client as determined by Purchaser; (c) Inventory with respect to which Purchaser does not have a valid, first priority and fully perfected security interest; (d) Inventory with respect to which there exists any security interest, lien or encumbrance in favor of any third party other than Purchaser; (e) Inventory produced in violation of the Fair Labor Standards Act and subject to the so-called "hot goods" provisions contained in Title 29 U.S.C. 215 (a)(i); (f) Inventory located at any location other than the locations listed on Exhibit 1; (i) Inventory consisting of packaging, shipping materials or supplies; (j) Inventory to the extent same is in transit; and (k) finished goods aged over 90 days and raw materials aged over 90 days. In the event that Inventory ceases to be Eligible Inventory, Client shall notify Purchaser thereof immediately. View More

Eligible Inventory. Is Borrower's Inventory consisting of finished goods held by Borrower for sale in the ordinary course of business, valued at the lowest of the Borrower's net purchase cost or net manufacturing cost and the bulk market price, excluding, however, any Inventory which consists of: (a) Inventory located outside of the United States; (b) Work-in-process, supplies, displays, packaging or promotional materials or Inventory sold on consignment; (c) Inventory consisting of... proprietary software; (d) Any Inventory not in the actual possession of Borrower, except to the extent provided in Subsection (l) below; (e) Any Inventory the sale or other disposition of which has given rise to an Account; (f) Any Inventory which fails to meet all standards and requirements imposed by any governmental authority over such Inventory or its production, storage, use or sale; (g) Any Inventory located on premises leased or rented to the Borrower or otherwise not owned by the Borrower, unless Bank has received a waiver and consent from the lessor, landlord or owner, in form and substance satisfactory to Bank and from any mortgagee of such lessor, landlord or owner to the extent required by Bank; (h) Inventory with offsetting claims; (i) Inventory that is damaged, defective, obsolete, returned, recalled or unfit for further processing; (j) Inventory that is not subject to a valid, perfected first priority Lien in favor of Bank; (k) Inventory that is located at an address that has not been disclosed to Bank in writing; (l) Inventory that is in the possession of a processor or bailee, or located on premises leased or subleased to Borrower, or on premises subject to a mortgage in favor of a Person other than Bank, unless such processor or bailee or mortgagee or the lessor or sublessor of such premises, as the case may be, has executed and delivered all documentation which Bank shall require to evidence the 15 subordination or other limitation or extinguishment of such Person's rights with respect to such Inventory and Bank's right to gain access thereto; (m) any Inventory as to which Bank 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 (n) any Inventory which Bank in the good faith exercise of its sole and absolute discretion has deemed to be ineligible because Bank otherwise considers the collateral value to Bank to be impaired or its 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 Bank in the good faith exercise of its sole and absolute discretion shall control. View More

Eligible Inventory. Means the Product owned by the Mexican Borrower which is (a) stored in Mexico in such locations which are acceptable to the Administrative Agent, (b) held free and clear of any Liens in favor of any third-party, (c) held with good and marketable title, (d) fully covered under the insurance policies of the Borrowers, and (e) pledged as collateral security to the Administrative Agent for the benefit of the Lenders pursuant to the Security Documents.