Canadian Priority Payables Reserves Sample Clauses

Canadian Priority Payables Reserves and (i) such additional reserves, in such amounts and with respect to such matters, as Agent in its Permitted Discretion may elect to impose from time to time; provided, that, before instituting a reserve with respect to clauses (a)-(i), Agent shall provide Borrower Agent with prior notice accompanied by a statement setting forth the amount and, in those cases where the reserve item is not defined or has no fixed parameters, the basis for Agent’s good faith determination made with reasonable business judgment to impose such reserves. “Average Availability”: as of any date of determination, an amount equal to the quotient of (a) the sum of the end of day Availability for each day of the applicable Fiscal Quarter or other applicable measurement period, divided by (b) the number of days in such measurement period, all as reasonably determined by Agent based on the Borrowing Base Certificate previously delivered by the Borrower Agent. “Bail-In Action”: the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution. “Bail-In Legislation”: with respect to (a) any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule or (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

Canadian Priority Payables Reserves. The Administrative Agent may hereafter establish additional Reserves or change any of the foregoing Reserves, in the exercise of its reasonable business judgment acting in accordance with industry standards for asset based lending in the food and tobacco distribution industry. The amount of any Reserve established by the Administrative Agent shall have a reasonable relationship to the event, condition or other matter that is the basis for the Reserve. Notwithstanding anything herein to the contrary, Reserves shall not duplicate eligibility criteria contained in the definition of Eligible Inventory or reserves or criteria deducted in computing the NOLV Percentage of Eligible Inventory. Any of the foregoing to the contrary notwithstanding, the Administrative Agent may (in the exercise of its reasonable discretion) refrain from implementing certain Reserves relating to Acquired Accounts (CM) and Acquired Inventory (CM) until such time as the Administrative Agent has completed its diligence with respect to such Acquired Borrowing Base Assets.

Canadian Priority Payables Reserves reserves for amounts payable by the Canadian Loan Parties and secured by any Liens, xxxxxx or inchoate, which rank or which would reasonably be expected to rank in priority to or pari passu with the Applicable Agent’s Liens, including, without limitation, any such amounts due and not paid for wages, vacation pay, severance pay, amounts payable under the Wage Earner Protection Program Act (Canada), amounts due and not paid under any legislation relating to workers’ compensation or to employment insurance, all amounts deducted or withheld and not paid and remitted when due under the ITA, sales tax, goods and services tax, value added tax, harmonized sales tax, excise tax, tax payable pursuant to Part IX of the Excise Tax Act (Canada) or similar applicable provincial legislation, government royalties, amounts currently or past due and not paid for realty, municipal or similar taxes and all amounts currently or past due and not contributed, remitted or paid to any Canadian Plan or under the Canada Pension Plan, the Pension Benefits Act (Ontario), the Supplemental Pension Plans Act (Québec) or otherwise as required to be contributed pursuant to any Applicable Pension Legislation relating to Canadian Plans, or any similar statutory or other claims that would have or would reasonably be expected to have priority over or pari passu with any Liens granted to the Applicable Agent in the future.