Reserves, etc. The amounts shown in the Statutory Insurance Statements as reserves and liabilities for past and future insurance policy benefits, losses, claims and expenses under insurance policies as of the end of each such year were computed in accordance with commonly accepted actuarial standards consistently applied, were fairly stated in accordance with sound actuarial principles, were based on actuarial assumptions which were in accordance with those called for in policy provisions and met the requirements of the insurance laws of New Jersey, New Hampshire, New York and California, as applicable, and such amounts shown on the Statutory Insurance Statements filed after the date hereof and on or prior to the Closing Date will be so computed and based and will meet all such requirements. No other state has objected to such Statutory Insurance Statements as filed.
Reserves, etc. Shares of Common Stock delivered upon the exercise of an Option granted hereunder shall, in the discretion of the Board or the Committee, be either shares of Common Stock heretofore or hereafter authorized and then unissued, or previously issued shares of Common Stock heretofore or hereafter acquired through purchase in the open market or otherwise, or some of each. The Company shall be under no obligation to reserve or to retain in its treasury any particular number of shares of Common Stock at any time, and no particular shares, whether unissued or held as treasury shares, shall be identified as those covered by an Option granted hereunder.
Reserves, etc. Notwithstanding anything in this Agreement to the contrary, the Administrative Agent or the Collateral Agent may at any time and from time to time in the exercise of its Permitted Discretion (a) establish and increase or decrease Reserves and (b) adjust any of the applicable criteria, establish new eligibility or ineligibility criteria and reduce advance rates (or increase advance rates up to the levels in effect on the Closing Date) with respect to Eligible Accounts, Eligible Credit Card Receivables and Eligible Inventory; provided that the Administrative Agent or the Collateral Agent, as the case may be, shall have provided the Parent Borrower at least three Business Days’ prior written notice of any such establishment, increase, decrease or adjustment; and providedfurther that circumstances, conditions, events or contingencies arising prior to the Closing Date and disclosed to the Lead Arrangers and the Administrative Agent prior to the Closing Date shall not be the basis for any establishment or modification of Reserves, eligibility criteria or advance rates unless (i) in the case of Reserves and eligibility criteria, such Reserves or eligibility criteria (A) were established on the Closing Date, or (B) relate to taxes, whether or not existing on the Closing Date or (ii) such circumstances, conditions, events or contingencies shall have changed in a material respect since the Closing Date. The amount of any Reserve established by the Administrative Agent or the Collateral Agent, as the case may be, shall have a reasonable relationship to the event, condition, other circumstance or new fact that is the basis for the Reserve. Upon delivery of such notice, the Administrative Agent or the Collateral Agent, as the case may be, shall be available to discuss the proposed Reserve or increase, and the Credit Parties may take such action as may be required so that the event, condition, circumstance or new fact that is the basis for such Reserve or increase no longer exists, in a manner and to the extent reasonably satisfactory to the Administrative Agent or the Collateral Agent, as the case may be, in the exercise of its Permitted Discretion. In no event shall such notice and opportunity limit the right of the Administrative Agent or the Collateral Agent, as the case may be, to establish or change such Reserve, unless the Administrative Agent or the Collateral Agent, as the case may be, shall have determined in its Permitted Discretion that the event, condition,...
Reserves, etc. The Company shall reimburse Owner for all reserves, impounds and other sums assigned to the Company that are then on deposit with the Lender and required to be maintained by the borrower under the Existing Loan Documents in connection with the Existing Loan.
Reserves, etc. Shares delivered upon the exercise of an Option granted hereunder shall, in the discretion of the Board or the Committee, be either Shares heretofore or hereafter authorized and then unissued, or previously issued Shares heretofore or hereafter acquired through purchase in the open market or otherwise, or some of each. The Company shall be under no obligation to reserve or to retain in its treasury any particular number of Shares at any time, and no particular Shares, whether unissued or held as treasury Shares, shall be identified as those covered by an Option granted hereunder.
Reserves, etc. (a) Notwithstanding anything in this Agreement to the contrary, the Administrative Agent or the Collateral Agent may at any time and from time to time in the exercise of its Permitted Discretion (a) establish and increase or decrease Reserves and (b) adjust or modify any of the applicable eligibility criteria, establish new eligibility or ineligibility criteria and reduce advance rates (or increase advance rates up to (i) the levels in effect on the Closing Date or (ii) if following the Closing Date, the levels in effect on the Closing Date have been amended in accordance with Section 13.1(c), the levels after giving effect to such amendments) with respect to Eligible Accounts and Eligible Inventory (such change in Reserves, eligibility criteria and/or advance rates a “Change”); provided that (i) the Administrative Agent or the Collateral Agent, as the case may be, shall have provided the Borrower at least three Business Days’ prior written notice of any such establishment, increase, decrease or adjustment and (ii) that circumstances, conditions, events or contingencies arising prior to the Closing Date and disclosed to the Joint Lead Arrangers and the Administrative Agent prior to the Closing Date shall not be the basis for any establishment or modification of Reserves, eligibility criteria or advance rates unless (A) in the case of Reserves and eligibility criteria, such Reserves or eligibility criteria relate to taxes or (B) such circumstances, conditions, events or contingencies shall have changed since the Closing Date. The amount of any Reserve established by the Administrative Agent or the Collateral Agent, as the case may be, shall have a reasonable relationship to the event, condition, other circumstance or new fact that is the basis for the Reserve.
Reserves, etc. Shares of Common Stock delivered upon the exercise of this Option shall, in the discretion of the Board, be either shares of Common Stock heretofore or hereafter authorized and then unissued, or previously issued shares of Common Stock heretofore or hereafter acquired through purchase in the open market or otherwise, or some of each. The Company shall be under no obligation to reserve or to retain in its treasury any particular number of shares of Common Stock at any time, and no particular shares, whether unissued or held as treasury shares, shall be identified as those covered by this Option.
Reserves, etc. (I) Parent has previously furnished to Purchaser a list of (i) all reserves maintained on the unaudited books and records of Parent or any Parent Subsidiary as of January 31, 1998, (ii) each item in respect of which such reserves are maintained, and (iii) the amount of reserves maintained for each such item. Parent management believes no additional material reserves are required under GAAP.
(II) Neither Parent nor any Parent Subsidiary has any liability in respect of the Novaquest or Pacific On Line notes receivable totalling approximately $5.9 million as of May 1, 1997 that have been sold to Ingram Micro.
(III) The reserves maintained xx xxx unaudited books and records of Parent and the Parent Subsidiaries respecting the sale transaction with GE Capital are sufficient to satisfy any claims which might reasonably be expected to arise out of either of those transactions.
Reserves, etc. For the avoidance of doubt, none of the Warranties, nor the Tax Deed, nor any other provision of this Agreement shall be construed as a representation or warranty of any judgment based on actuarial principles by whomsoever made or as to the fulfilment of any assumption. In particular, and without prejudice to the generality of the foregoing, the Buyer acknowledges and agrees with the Seller that based on information provided by the Seller and its advisers the Buyer has made its own assessment of the adequacy of the amount of the technical reserves of the Target Subsidiary ("RESERVES") as at the Last Accounting Date and thereafter. No representation or warranty is made by the Seller or any of the Seller's Affiliates as to the adequacy of the Reserves to meet the liabilities of the Target Subsidiary to which the Reserves relate (the "RESERVING ADEQUACY"). Notwithstanding anything otherwise contained in this Agreement, no provision of this Agreement or the Tax Deed shall be construed as constituting or implying, directly or indirectly, the Reserving Adequacy and neither the Seller nor any of the Seller's Affiliates nor any of their respective officers, employees or advisers shall be under any liability to the Buyer or any other person if (for whatever reason) the amount of the Reserves is not adequate. However, this Clause 8.9 shall not operate to exclude any liability that the Seller may have in respect of the failure of the records of the Target Subsidiary (in respect of the Reserves, which the Seller has made available to the Buyer) to reflect each contract and claim which should in accordance with generally accepted UK actuarial standards have been reflected in such records. In the event of any conflict between the provisions of this Clause 8.9 and any other provision in this Agreement, the provisions of this Clause 8.9 shall prevail.
Reserves, etc. The Target Group has not claimed and will not claim any reserve under any one or more of subparagraph 40(1)(a)(iii), or paragraphs 20(1)(m) or 20(1)(n) of the Income Tax Act (Canada) or any equivalent or analogous provision of any applicable provincial or territorial legislation, if as a result any amount could be included in the Target Group’s income for any period ending on or immediately before Closing or for a period ending after Closing. The Target Group is not subject to a liability for Taxes of any other Person, including liability arising under section 160 of the Income Tax Act (Canada) or any equivalent or analogous provision of any applicable provincial or territorial legislation, or liability under any agreement under section 191.3 of the Income Tax Act (Canada). The Target Group has not made any payments and is not obligated to make any payments and is not a party to any agreement under which it could be obligated to make any payments that will not be deductible in computing its income under the Income Tax Act (Canada) by virtue of section 67 of the Income Tax Act (Canada).
