Reserves and Adjustments Clause Samples
Reserves and Adjustments. Notwithstanding any other provision of this Agreement to the contrary, the Agent acting reasonably shall have the right from time to time to establish reserves, and to adjust the amount of any existing reserve, against the amount which SunOpta and/or SunOpta Food Group may otherwise request under any Credit Facility. Such reserves shall be in such amounts and with respect to such matters as the Agent shall deem necessary or appropriate, including, without limitation, reserves in respect of dilution, reserves in respect of shortfalls in fixed asset and real property lending values and reserves in respect of amounts owing by any Obligor to holders of Liens that may have priority over the Liens of the Agent and/or the Lenders (regardless of whether such third party Liens are permitted hereunder). Without limiting the foregoing, the Borrowers acknowledge that, in addition to any other reserves that the Agent may establish on the date hereof or at any time and from time to time hereafter, and without limiting the right of the Agent to adjust the amount of any particular reserve, the Agent has established an ongoing availability block in respect of Facility B in a fluctuating amount at all times equal to the positive difference (if any) obtained between (i) US$17,000,000 minus (ii) an amount in US Dollars equal to 85% of the Net Orderly Liquidation Value of Eligible Equipment, which such availability block the Agent may continue to apply, adjust or remove in its discretion. As of the Closing Date, such availability block in respect of Facility B is US$6,852,000. The amount of such reserves shall be subtracted from the Facility A Borrowing Base, the Facility B Borrowing Base, the Facility C Borrowing Base and/or the Facility D Borrowing Base, as applicable, when calculating the amount of availability under each relevant Credit Facility. Additionally, the Agent may from time to time reduce the percentages applicable to Eligible Accounts Receivable, Eligible Inventory, Eligible Equipment and relevant real estate subject to a Mortgage as they relate to the Facility A Borrowing Base, the Facility B Borrowing Base, the Facility C Borrowing Base and/or the Facility D Borrowing Base, as applicable, or establish reserves against the amount of each relevant Credit Facility which the Borrower may otherwise request hereunder in such amounts, and with respect to such matters, as the Agent shall deem necessary or appropriate based, if and to the extent so required by the Agen...
Reserves and Adjustments. (a) The Company covenants and agrees that so long as this Debenture is outstanding it will at all times reserve out of its unissued share capital against the conversion rights conferred on the holder of such Debenture a sufficient number of unissued Shares to entitle all of the principal sum and accrued interest outstanding under such Debenture outstanding to be converted upon the basis and upon the terms and conditions provided for in this Debenture.
(b) In the event of any subdivision or redivision or change of the Shares at any time while this Debenture is outstanding into a greater number of Shares, the Company shall deliver, at the time of the exercise thereafter of the right of conversion by the registered holder of this Debenture, such additional number of Shares as would have resulted from such subdivision, redivision or change if the right of conversion had been exercised prior to the date of such subdivision, redivision or change. In the event of any consolidation or change of the Shares any time while this Debenture is outstanding into a lesser number of Shares, the number of Shares deliverable by the Company on the exercise thereafter of the right of conversion shall be reduced to such number of Shares as would have resulted from such consolidation or change if the right of conversion had been exercised prior to the date of such consolidation or change; and
(c) If the Company shall declare and pay a stock dividend upon its Shares or a dividend upon its Shares payable at the option of the respective holders either in Shares or in cash then in each such case from and after the payment date of such dividend the conversion right herein provided for shall be increased in proportion to the increase in the number of outstanding Shares of the appropriate class resulting from such dividend.
Reserves and Adjustments. The Borrowing Base shall be determined by Collateral Agent based on the most recent Borrowing Base Certificate delivered to Collateral Agent in accordance with this Agreement and such other information as may be available to Collateral Agent. Without limiting any other rights and remedies of Collateral Agent hereunder or under the other Loan Documents, the Revolving Advances shall be subject to Collateral Agent’s continuing right to implement Reserves, and to increase and decrease such Reserves from time to time, if and to the extent that in Collateral Agent’s reasonable discretion such Reserves are necessary.
Reserves and Adjustments. The Board shall establish and maintain a reasonable reserve for contingencies and replacements. Any extraordinary or non- recurring Common Expense not set forth in the annual budget as adopted, and any increase in assessments over the amount adopted shall be separately assessed against all Unit Owners. Any such separate assessment shall be subject to approval by the affirmative vote of at least two thirds (2/3) of the Unit Owners voting at a meeting of such Unit Owners duly called for the purpose of approving the assessment if it involves proposed expenditures resulting in a total payment assessed to a Unit Owner equal to or greater than ten (10) times the Unit's most recent Common Expense assessment calculated on a monthly basis or Seven Hundred Dollars ($ 700) whichever is less. All Unit Owners shall be personally liable for and obligated to pay their respective adjusted monthly amount.
Reserves and Adjustments. Administrative Agent shall implement the following reserves and/or adjustments:
(a) From time to time, upon not less than three (3) Business Days prior notice to Borrower Representative, Administrative Agent may adjust the percentages used in the definition of “Borrowing Base”, “Accounts Availability” or “Rental Contract Stream Availability”, in order to reflect, in Administrative Agent’s reasonable judgment, the experience with Borrowers (including by way of illustration, to adjust for any known or potential offsets by Medicare or Medicaid) or the aggregate amount or percentage of the Collections with respect to the Accounts.
(b) Without limiting the foregoing or any other rights and remedies of Administrative Agent hereunder or under the other Loan Documents, the Revolving Loans shall be subject to Administrative Agent’s continuing right to withhold from the Borrowing Base reserves, and to increase and decrease such reserves from time to time, if and to the extent that in Administrative Agent’s reasonable discretion, such reserves are necessary, including reserves related to any CARES Act Deferred Payroll Taxes, CARES Act PPP Loan, CARES Act Provider Relief Debt, or Medicare Accelerated Payment or any other amounts owed by Borrowers or any other Credit Party pursuant to similar stimulus programs.