Eligible Receivables

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 sole judgment, shall deem 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 Receivables are eligible for borrowing is a matter of Silicon's discretion, the following (the "MINIMUM 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 represent progress billings, or be due under a fulfillment or requirements contract with the Account Debtor, (iii) 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), (iv) the Receivable must not be owing from an Account Debtor with whom the Borrower has any dispute (whether or not relating to the particular Receivable), (v) the Receivable must not be owing from an Affiliate of Borrower, (vi) the Receivable must not be owing from an Account Debtor which is subject to any insolvency or bankruptcy proceeding, or whose financial condition is not acceptable to Silicon, or which, fails or goes out of a material portion of its business, (vii) 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), (viii) 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), (ix) 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 to unapplied credits) or are otherwise not eligible Receivables, then all Receivables owing from that Account Debtor will be deemed ineligible for borrowing. Silicon may, from time to time, in its discretion, revise the Minimum Eligibility Requirements, upon written notice to the Borrower. View More

Eligible Receivables. Shall mean that portion of the Gross Receivables which the Agent, in its credit judgment, determines to be eligible for inclusion as "Eligible Receivables" herein from time to time. Without limitation of the foregoing, unless otherwise approved by the Agent from time to time, none of the following Accounts shall constitute Eligible Accounts: (i) Accounts which are unpaid either (A) ninety (90) days or more past invoice date, for Accounts owing by account debtors which are not investment grade... account debtors, as determined solely by the Agent, and (B) one hundred twenty (120) days or more past invoice date, for Accounts owing by investment grade account debtors, as determined solely by the Agent; (ii) Accounts owing by any one account debtor (inclusive of its Affiliates) which, in aggregate amount, exceed twenty percent (20%) of total Eligible Accounts then outstanding of all account debtors, as to such excess; (iii) Accounts owing by any one account debtor (inclusive of its Affiliates) which, as to fifty percent (50%) or more in aggregate amount thereof outstanding, are ineligible hereunder by operation of clause (i) above; (iv) Accounts with credit balances over ninety (90) days; (v) Accounts owing by any account debtor which is not located in the United States of America; (vi) Accounts representing billings in excess of costs, to the extent of such excess; (vii) Accounts as to which any defense, counterclaim or right of setoff is asserted, or which constitute "contra" accounts, to the extent thereof; (ix) "recycled" or "re-billed" Accounts or Accounts evidenced by, or which have been converted into, chattel paper or instruments; (x) Accounts which are subject to the federal Assignment of Claims Act (unless Borrower has complied with the assignment provisions thereof to the Agent's satisfaction); (xi) Accounts representing "conditional" sales, sales "on approval," "guaranteed" sales, or consignments; (xii) Accounts representing "bill and hold" sales; (xiii) Accounts in which the Agent does not have a perfected, first priority security interest; and (xiv) Accounts which otherwise do not conform with the representations and warranties concerning Accounts or Collateral generally set forth in the Loan Documents. View More

Eligible Receivables. Shall mean the dollar value of only such Receivables of Borrower arising from the sale and actual shipment of Inventory or the full and complete rendition of services in the ordinary course of business which has been fully performed by Borrower and in which only Lender holds a senior security interest and as to which Lender, in its sole discretion, shall from time to time determine to be Eligible Receivables. Without limiting the ... discretion of Lender to consider any Receivable not to be an Eligible Receivable, and by way of example only of types of Receivables that Lender will consider not to be Eligible Receivables, Lender, notwithstanding any earlier classification of eligibility may consider any Receivable not to be an Eligible Receivable if: (i) any warranty described under the section entitled "Warranty as to Collateral" is breached as to the Receivable; (ii) the Receivable is not paid by the account debtor within 90 days from the date of the invoice relating to such Receivable; (iii) the account debtor disputes liability or makes any claim with respect to the Receivable; (iv) a petition in bankruptcy or other application for relief under any insolvency law is filed with respect to the account debtor owing the Receivable; (v) the account debtor on the Receivable makes an assignment for the benefit of creditors, becomes insolvent, fails, suspends, or goes out of business; (vi) the Receivable arises from a sale to an account debtor outside the United States, unless the sale is on terms acceptable to Lender in its sole discretion; (vii) the Receivable is owed by an account debtor who owes Receivables of which more than 10% are more than 90 days past the date of the invoices relating to such Receivables; (viii) the account debtor is an Affiliate or employee of Borrower; (ix) the account debtor is also a supplier or creditor of Borrower; (x) the account debtor is the United States of America, or any department or any agency of any thereof, unless Borrower has complied with the Assignment of Claims Act to Lender's satisfaction; (xi) the Receivable (or any portion of the Receivable) is either a consignment Receivable or a bonded Receivable or a retainage; (xii) the total Receivables owed by an account debtor exceeds 30% of the total Receivables outstanding (with the single exception of General Motors where the 30% is replaced with 40%), but only that portion that exceeds that percentage would not be considered an Eligible Receivable; (xiii) the due date of the Receivable is more than 30 days from the date of the invoice relating to such Receivable; or (xiv) In its reasonable discretion, Lender shall become dissatisfied with the creditworthiness of an account debtor owing a Receivable. View More

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 sole judgment, shall deem 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 Receivables are eligible for borrowing is a matter of Silicon's discretion, the following (the "MINIMUM 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 represent progress billings, or be due under a fulfillment or requirements contract with the Account Debtor, (iii) 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), (iv) the Receivable must not be owing from an Account Debtor with whom the Borrower has any dispute (whether or not relating to the particular Receivable), (v) the Receivable must not be owing from an Affiliate of Borrower, (vi) the Receivable must not be owing from an Account Debtor which is subject to any insolvency or bankruptcy proceeding, or whose financial condition is not acceptable to Silicon, or which, fails or goes out of a material portion of its business, (vii) 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), (viii) 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 (in which instance, the amount advanced against such Receivable(s) may be less than 80% thereof in Silicon's sole discretion), or backed by a letter of credit satisfactory to Silicon, or FCIA insured satisfactory to Silicon), (ix) 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 (except that such limitation shall not be applicable to Receivables that satisfy both of the following: (a) Receivables for which the Federal Aviation Administration is the Account Debtor and (b) which are otherwise deemed Eligible Receivables pursuant to the terms hereof). 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 to unapplied credits) or are otherwise not eligible Receivables, then all Receivables owing from that Account Debtor will be deemed ineligible for borrowing. Silicon may, from time to time, in its discretion, revise the Minimum Eligibility Requirements, upon written notice to the Borrower. 8 SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT ________________________________________________________________________ View More

Eligible Receivables. (f) the sale is to a Customer outside the continental United States of America or Canada, unless (i) the sale is on letter of credit, guaranty or acceptance terms, in each case acceptable to Agent in its Reasonable Discretion, or (ii) the sale is covered by credit insurance, acceptable to Agent in its Reasonable Discretion, the total policy amount of which is at least $10,000,000; provided, however, that the aggregate amount of Receivables... deemed to be Eligible Receivables by virtue of the immediately preceding clause (ii) shall not exceed $17,000,000 at any one time; View More

Eligible Receivables. Means the gross accounts receivable of the Borrower and its Subsidiaries, less all credits owing by the Borrower or any of its Subsidiaries to any account debtor with respect to accounts receivable, that shall be reasonably deemed to constitute Eligible Receivables by the Agent from time to time, based upon customary criteria for financings of the nature of this Agreement and shall exclude, ... among other things: (a) Accounts receivable that do not arise out of sales of goods or the rendering of services in the ordinary course of business or that are on other terms other than those normal or customary in the Borrower's and its Subsidiaries' business; (b) Accounts receivable owing from any Person that is an Affiliate of the Borrower; (c) Accounts receivable more than 90 days past due; (d) Accounts receivable arising out of sales to account debtors outside the United States; (e) Accounts receivable owing from any Person that shall take or be the subject of any bankruptcy, reorganization or similar action or proceeding; and (f) Accounts receivable owing from any Person that (i) has disputed liability for any receivables owing from such Person, to the extent of such disputed receivables or (ii) has otherwise asserted any claim, demand or E-6 liability, whether by action, suit, counterclaim or otherwise against the Borrower or any of its subsidiaries. View More

Eligible Receivables. (xv) which, on the Funding Date relating to such Receivable, shall have been originated by Seller no earlier than one week ("One- Week-Old Receivables") or two weeks prior to such Funding Date ("Two- Week-Old Receivables"); provided that such Receivable may have been originated by Seller no earlier than three weeks prior to such Funding Date so long as all One-Week-Old Receivables and Two-Week-Old Receivables that are otherwise Eligible Receivables have previously been sold to Purchaser.

Eligible Receivables. Shall mean and include with respect to Borrower (together with each Domestic Subsidiary, including without limitation, Kendle International CPU LLC and AAC Consulting Group, Inc.), each Receivable arising in the ordinary course of its business and which Agent, in its reasonable 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 Liens), and is evidenced by an invoice or other documentary evidence satisfactory to Agent. In addition, no Receivable shall be an Eligible Receivable if: (i) it arises out of a sale made to an Affiliate of Borrower or to a Person controlled by an Affiliate of Borrower; (ii) it is due or unpaid more than sixty (60) days after the original due date thereof; (iii) any covenant, representation or warranty contained in this Agreement with respect to such Receivables has been breached in any material respect; (iv) the Debtor shall (A) apply for, suffer, or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property or call a meeting of its creditors, (B) admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, (C) make a general assignment for the benefit of creditors, (D) commence a voluntary case under any state or federal bankruptcy laws (as now or hereafter in effect), (E) be adjudicated a Bankrupt or insolvent, (F) file a petition seeking to take advantage of any other law providing for the relief of debtors, (G) acquiesce to, or fail to have dismissed within 90 days of the filing thereof, any petition which is filed against it in any involuntary case under such Bankruptcy laws, or (H) take any action for the purpose of effecting any of the foregoing; (v) the sale to the Debtor is on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment or any other repurchase or return basis or is evidenced by chattel paper; (vi) Agent believes, in its reasonable judgment, that collection of such Receivable is insecure or that such Receivable may not be paid by reason of the Debtor's financial inability to pay; (vii) the Debtor is the United States of America, any state or any department, agency or instrumentality of any of them, unless the Borrower assigns its right to payment of such Receivable to Agent pursuant to the Assignment of Claims Act of 1940, as amended (31 U.S.C. Sub-Section 3727 et seq. and 41 U.S.C. Sub-Section 15 et seq.) or has otherwise complied with other applicable statutes or ordinances; (viii) the goods giving rise to such Receivable have not been shipped to the Debtor or the services giving rise to such Receivable have not been performed or the Receivable otherwise does not represent a final sale, except for prebilling in the ordinary course of business; 2 (ix) the Receivables of the Debtor exceed a credit limit determined by Agent in the exercise of its discretion in a reasonable manner to the extent such Receivable exceeds such limit; (x) the Receivable is subject to any asserted offset, deduction, defense, dispute, or counterclaim, the Debtor is also a creditor or supplier of Borrower or such Domestic Subsidiary or the Receivable is contingent in any respect or for any reason to the extent of the asserted offset, deduction, defense, dispute or counterclaim; (xi) any return, rejection or repossession of the merchandise has occurred or the rendition of services has been disputed; (xii) such Receivable is not payable to Borrower or such Domestic Subsidiary; or (xiii) such Receivable is not otherwise satisfactory to Agent as determined by Agent in the exercise of its reasonable credit judgment. View More

Eligible Receivables. Means Receivables arising in the ordinary course of Borrower's business from the sale of goods or rendition of services, which REMINGTON, in its sole judgment, shall deem eligible for borrowing, based on such considerations as REMINGTON may from time to time deem appropriate, in its sole discretion.

Eligible Receivables. The term "Eligible Receivables" shall mean the aggregate amount of the unpaid portion of the Accounts (net of all, if any, commissions, credits, rebates, holdbacks and similar adjustments): (a) which are owed as ''Management Fees" and/or as "Selling Commissions"; and (b) which are not owed as "Underwriting Fees"; and (c) which are not outstanding beyond the "Due Date" specified in the Underwriting and Corporate Finance Fees Receivables Schedules as defined... in Section 5.1 of the Security Agreement; and (d) which are not outstanding more than one hundred and twenty (120) days from the "trade date" of the respective underwriting; and (e) which are not owed in connection with a transaction Broker-Dealer has incurred or will incur an underwriting loss in excess of one hundred fifty thousand dollars ($150,000); and (f) which are owed by any Approved Master Agreement Contract Party; and (g) which are not owed by any account debtors which are involved in or subject to any Insolvency Proceeding or which have made an assignment for the benefit of creditors or are not in good standing with the Securities and Exchange Commission; and (h) as to which the account debtor has not asserted any offset, defense, counterclaim or challenge; and (i) in which Bank has a valid perfected first priority security interest (However, absent the occurrence of an event of default hereunder, this condition shall not apply to those Accounts in which Bank does not have a valid perfected first priority security interest solely due to Bank's inaction in perfecting its security interest in a timely manner after the lien was granted to Bank. ); and (j) to which Bank does not have a reasonable objection. Bank shall have the discretion to consider as an "Eligible Receivable" the unpaid portion of any other account of Borrower which does not meet the above conditions. View More