the Reserves Sample Clauses

the Reserves. The actual advance rate percentages to be used in calculating the amounts pursuant to clause (b)(iv) above, which advance rate percentages shall not exceed the applicable maximum percentage as set forth in such clauses, shall be determined by Agent in its Permitted Discretion. For purposes of clarity, upon receipt of the Post-Closing Appraisals, the advance rates set forth in clause (b)(iv) above shall be adjusted and reset upon 1 days notice by Agent to Administrative Borrower to reflect the results of such appraisals. Once the applicable advance rate percentage has been established by Agent, so long as no Event of Default has occurred and is continuing, Agent shall give to the Administrative Borrower five (5) Business Days’ telephonic or electronic notice of any change in such advance rate percentage. Notwithstanding anything to the contrary, in calculating the Borrowing Base II, (1) the aggregate advance rate percentage of Eligible Accounts that are included in the ABL Borrowing Base and the Borrowing Base II shall not exceed ninety-five percent (95%); (2) the aggregate advance rate percentage of Eligible Credit Card Receivables that are included in the ABL Borrowing Base and the Borrowing Base II shall not exceed ninety-five percent (95%); (3) the aggregate advance rate percentage of Eligible Inventory that is included in the ABL Borrowing Base and the Borrowing Base II shall not exceed a hundred and five percent (105%), and in each case, amounts in excess of limitations set forth in clauses (1), (2) and (3) shall be excluded from the Borrowing Base II. The amounts of Eligible Inventory shall be determined based on the perpetual inventory record maintained by the Borrowers. Agent shall have the right to establish Reserves against or sublimits in the Borrowing Base II in such amounts and with respect to such matters as Agent shall deem reasonably necessary or appropriate, based on new information received by Agent and after Agent has completed its updated field audits, examinations and appraisals of the Collateral; provided, however, that, so long as no Event of Default has occurred and is continuing, Agent shall give to the Administrative Borrower four (4) days’ telephonic or electronic notice if (A) Agent establishes new categories of Reserves, (B) Agent changes the methodology of calculating Reserves, or (C) Agent establishes new categories of sublimits in the Borrowing Base II. The foregoing notwithstanding, in the event Agent establishes Reserves t...
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the Reserves. The advance rate against Eligible Accounts will reduce by one percentage point for each percentage point (or fraction thereof) that Dilution exceeds 5% (for so long as Dilution exceeds 5%) and the advance rate against Eligible Inventory will change based upon the from time-to-time OLV of Borrowers’ Inventory.
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the Reserves. The Administrative Agent may, in its Permitted Discretion, adjust the Reserves or reduce one or more of the other elements used in computing the Borrowing Base, in each case, upon ten (10) Business Days prior written notice to the Administrative Borrower.
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the Reserves. Provided, however, Bank may reduce the advance rates against the Eligible Accounts, Credit Enhanced Eligible Accounts, Eligible Inventory, and/or the Eligible In-Transit Inventory, without declaring an Event of Default, in the exercise of its Permitted Discretion; provided that Bank will take into account at least six (6) months of Borrowers’ business activity in making its determination that any such reduction is necessary; provided further that any such reduction will be effective thirty (30) days after Parent’s receipt of written notice of such reduction.
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the Reserves. Notwithstanding anything to the contrary contained herein, Eligible Inventory constituting (a) slow-moving Inventory may account for not more than ten percent (10%) of the Borrowing Base and (b) Inventory that has been discontinued may account for not more than five percent (5%) of the Borrowing Base.
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the Reserves. Any Accounts Receivable or inventory acquired in connection with a Permitted Acquisition shall not be included in the Borrowing Base until the Administrative Agent’s receipt of a field examination and appraisal of such assets. The Administrative Agent may, in its discretion and in a commercially reasonable manner, from time to time, upon five (5) days’ prior notice to the Parent, (x) reduce the lending formula with respect to Eligible Accounts Receivable, or (y) reduce the lending formulas with respect to Eligible Inventory. In determining whether to reduce the lending formulas, the Administrative Agent may consider events, conditions, contingencies or risks which are also considered in determining Eligible Accounts Receivable, Eligible Inventory or in establishing the Reserves. The Administrative Agent may also, in its discretion, from time to time, include in the Borrowing Base up to 85% of the net Orderly Liquidation Value of Eligible Inventory consisting of frozen vegetables (not including Green Giant frozen vegetables).
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the Reserves. Revolving Credit Loan - a senior Loan made by Lender as provided in Section 1.1.1 of the Agreement. Revolving Note - the Senior Secured Promissory Note to be executed by Borrower on or about the Closing Date in favor of the Lender to evidence the Revolving Credit Loan, which Note shall be in the form of Exhibit A-2 to the Agreement. Schedule of Accounts - as defined in subsection 6.4.1 of the Agreement. AP-10 53 Security - shall have the same meaning as in Section 2(1) of the Securities Act of 1933, as amended. Security Documents - the Guaranty Agreement, the Pledge Agreements, the interest rate cap agreements described in subsection 8.1.7 and all other instruments and agreements now or at any time hereafter securing the whole or any part of the Obligations. Sellers - means each of Thomxx X. Xxxxxx xxx Jamex X. Xxxxxx. Seller Notes - each of the $3.75 million subordinated convertible term promissory notes and the $1.0 million subordinated convertible promissory notes issued to each Seller.
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Related to the Reserves

  • Availability Reserves All Revolving Loans otherwise available to Borrower pursuant to the lending formulas and subject to the Maximum Credit and other applicable limits hereunder shall be subject to Lender's continuing right to establish and revise Availability Reserves.

  • Share Reserve The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan.

  • Insurance Reserves Lender may require Grantor to maintain with Lender reserves for payment of insurance premiums, which reserves shall be created by monthly payments from Grantor of a sum estimated by Lender to be sufficient to produce, at least fifteen (15) days before the premium due date, amounts at least equal to the insurance premiums to be paid. If fifteen (15) days before payment is due, the reserve funds are insufficient, Grantor shall upon demand pay any deficiency to Lender. The reserve funds shall be held by Lender as a general deposit and shall constitute a non-interest-bearing account which Lender may satisfy by payment of the insurance premiums required to be paid by Grantor as they become due. Lender does not hold the reserve funds in trust for Grantor, and Lender is not the agent of Grantor for payment of the insurance premiums required to be paid by Grantor. The responsibility for the payment of premiums shall remain Grantor's sole responsibility.

  • Replacement Reserve (a) As additional security for the Debt, Mortgagor shall establish and maintain at all times while this Mortgage continues in effect a capital improvement reserve (the “Replacement Reserve”) with Mortgagee for payment of costs and expenses incurred by Mortgagor in connection with the performance of work which would normally be treated as a capital improvement under generally accepted accounting principles (collectively, the “Replacements”). Commencing on the first Payment Date under the Note and continuing on each Payment Date thereafter, Mortgagor shall pay to Mortgagee, in addition to the monthly payment due under the Note and until the Debt is fully paid and performed, a deposit to the Replacement Reserve in an amount equal to $1,163 per month. So long as no Default or Event of Default has occurred and is continuing, Mortgagee shall, to the extent funds are available for such purpose in the Replacement Reserve, disburse to Mortgagor the amount paid or incurred by Mortgagor in performing Replacements within ten (10) days following: (a) the receipt by Mortgagee of a written request from Mortgagor for disbursement from the Replacement Reserve and a certification by Mortgagor in a form approved in writing by Mortgagee that the applicable item of Replacement has been completed; (b) the delivery to Mortgagee of invoices, receipts or other evidence satisfactory to Mortgagee, verifying the cost of performing the Replacements; (c) for disbursement requests in excess of $25,000, the delivery to Mortgagee of affidavits, lien waivers or other evidence reasonably satisfactory to Mortgagee showing that all parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Mortgaged Property have been paid all amounts due for labor and materials furnished to the Mortgaged Property; (d) for disbursement requests in excess of $25,000, delivery to Mortgagee of a certification from an inspecting architect or other third party acceptable to Mortgagee describing the completed Replacements and verifying the completion of the Replacements and the value of the completed Replacements; and (e) for disbursement requests in excess of $50,000, delivery to Mortgagee of a new certificate of occupancy for the portion of the Improvements covered by such Replacements, if said new certificate of occupancy is required by law, or a certification by Mortgagor that no new certificate of occupancy is required. Mortgagee shall not be required to make advances from the Replacement Reserve more frequently than once in any sixty (60) day period. In making any payment from the Replacement Reserve, Mortgagee shall be entitled to rely on such request from Mortgagor without any inquiry into the accuracy, validity or contestability of any such amount. Mortgagee may, at Mortgagor’s expense, make or cause to be made during the term of this Mortgage an annual inspection of the Mortgaged Property to determine the need, as determined by Mortgagee in its reasonable judgment, for further Replacements of the Mortgaged Property; such inspection to be no more frequent than once in any calendar year unless a Default or an Event of Default shall have occurred and is continuing. In the event that such inspection reveals that further Replacements of the Mortgaged Property are required, Mortgagee shall provide Mortgagor with a written description of the required Replacements and Mortgagor shall complete such Replacements to the reasonable satisfaction of Mortgagee within one hundred twenty (120) days after the receipt of such description from Mortgagee, or such later date as may be approved by Mortgagee in its sole discretion.

  • Reserve The Company shall have reserved sufficient shares of its Common Stock for the Investor, pursuant to the terms of this Agreement and all other contracts between the Company and Investor.

  • Stock Reserve The Company shall at all times during the term of this Option Agreement reserve and keep available such number of shares of Stock as will be sufficient to satisfy the requirements of this Option Agreement.

  • Stock Reserved The Company shall at all times during the term of this Agreement reserve and keep available the number of Common Shares necessary and sufficient to satisfy the terms of this Agreement.

  • Increased Costs Reserves on Eurodollar Rate Loans (a) Increased Costs Generally. If any Change in Law shall:

  • Shares Reserved The Company shall at all times during the option period reserve and keep available such number of shares as will be sufficient to satisfy the requirements of this Agreement.

  • Interest Reserve No later than thirty (30) days after Closing, Borrower shall deposit the amount of $500,000.00 (the “Interest Reserve”) into an account established by Administrative Agent in Borrower’s name but exclusively controlled by Administrative Agent. Provided that no Event of Default shall have occurred and be continuing and the Property is not generating positive NOI, Administrative Agent shall make disbursements from the Interest Reserve for payment when due of any accrued and unpaid interest on the Loan that cannot be paid with NOI. Borrower acknowledges and agrees that the payment of such accrued and unpaid interest by the method described herein is for its convenience and benefit. In the event that the Interest Reserve will be exhausted prior to the Property achieving a Debt Service Coverage Ratio of 1.20 to 1.00, within ten (10) days of Administrative Agent’s request Borrower shall deposit into the Interest Reserve an amount sufficient to bring the balance of the Interest Reserve to $500,000.00. If at any time there are no funds remaining in the Interest Reserve, Administrative Agent shall have no obligation for funding of accrued and unpaid interest, whereupon Borrower shall be and remain responsible for the continuation of all such payments from its own funds. Once the Property achieves a Debt Service Coverage Ratio of 1.20 to 1.00 for at least ninety (90) consecutive days as determined by Administrative Agent, all payments of interest on the Loan shall be paid from NOI and any funds remaining in the Interest Reserve shall be disbursed to Borrower; provided, however, that in the event the Debt Service Coverage Ratio ever falls below 1.20 to 1.00 as determined by Administrate Agent, then Administrative Agent shall reinstate the usage of the Interest Reserve and Borrower’s obligation to fund and replenish the Interest Reserve as provided in this Section 2.15.

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