Certain Reserves Sample Clauses

The 'Certain Reserves' clause defines the right or obligation of a party, typically a lender or financial institution, to set aside or withhold specific amounts of funds to cover anticipated liabilities, expenses, or risks. In practice, this may involve the lender reserving portions of loan proceeds to pay for property taxes, insurance premiums, or potential maintenance costs, ensuring these obligations are met even if the borrower defaults. The core function of this clause is to protect the lender’s interests by proactively managing financial risks and ensuring that essential payments related to the collateral or agreement are not neglected.
Certain Reserves. In the event any reserves in excess of $100,000 are created, accrued or charged against a Limited Partner’s Capital Account, or any such reserves in excess of $100,000 are increased or decreased, the General Partner will promptly, within five Business Days following month end, provide written notice and a description of such event to such Limited Partner.
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Certain Reserves. The Agent may in its reasonable discretion establish reserves for, INTER ALIA, inadequate payments by the Borrowers of tobacco taxes and sales taxes, such reserves being in addition to any reserves established by the Agent within clause (b)(D) of the definition of Revolving Borrowing Capacity. (h) Section 8.13(a) (Cash Capital Expenditures) of the Loan Agreement is hereby amended by deleting the information set forth under the headings "FISCAL YEAR" and "AMOUNTS" and replacing such information with the following: "FISCAL YEAR AMOUNTS ----------- ------- 2004 $17,000,000 2005 $17,000,000 2006 $22,000,000 (i) Section 8.13(e) (Cash Capital Expenditures) of the Loan Agreement is hereby amended to insert the following before the ".": "provided, that notwithstanding the foregoing, the Borrowers shall not make, based solely upon Carryover Cash Capex from Fiscal Year 2003, Cash Capital Expenditures in Fiscal Year 2004 or any subsequent Fiscal Year". (j) Section 8.14 (Consolidated EBITDA) of the Loan Agreement is hereby amended by(x) deleting the information set forth under the headings "FISCAL QUARTER" and "AMOUNTS" and replacing it with the following: "FISCAL QUARTER AMOUNTS ------- ------- Fiscal Year 2004 Q1 $64,000,000 Fiscal Year 2004 Q2 $54,000,000 Fiscal Year 2004 Q3 $55,000,000 Fiscal Year 2004 Q4 $57,000,000 Fiscal Year 2005 Q1 $62,000,000 Fiscal Year 2005 Q2 $68,000,000 Fiscal Year 2005 Q3 $78,000,000 Fiscal Year 2005 Q4 $90,000,000 Fiscal Year 2006 Q1 $95,000,000 Fiscal Year 2006 Q2 $99,000,000 Fiscal Year 2006 Q3 $103,000,000 Fiscal Year 2006 Q4 $108,000,000 Fiscal Year 2007 Q1 $111,000,000 Fiscal Year 2007 Q2 $114,000,000"
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Certain Reserves. Reserves established by either Seller for patient monitoring, leads litigation legal expenses, product liability settlement contingencies, or other expenses associated with the Litigation;
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Certain Reserves. CU represents, warrants and agrees that neither CU nor CU Bank has applied, and will not apply prior to the Effective Time, any portion of (x) any reserve existing on its books as of December 31, 1996 (other than reserves for loan and lease losses) except with respect to those specific items and in those specific amounts for which the applicable portion of such reserve was created, and except to the extent that the purpose of such reserve no longer exists and is required to be taken into income under generally accepted accounting principles consistently applied in accordance with prior practices of CU;or (y) any reserves for loan and lease losses except for the purposes for which such reserves were created.
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Certain Reserves. AgCo and Pharmacia shall take all action necessary or appropriate to cause Metropolitan Life Insurance Company to partition between AgCo and Pharmacia, effective as of the Separation Date, the rate stabilization reserves maintained in connection with the Monsanto Company Salaried and Non-Union Hourly Employees' Term Life Insurance Plan, the Monsanto Company Salaried and Non-Union Employees' Dependent Term Life Insurance Plan, the Monsanto Company Hourly-Paid Employees' Group Life Insurance and Sickness Plan-Union, and the Monsanto Company Optional Life Insurance Plan-Union, based upon the relative dollar amount of premiums to be paid by each of them with respect to the coverage to which such reserves relate, determined immediately after the Separation Date.
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Related to Certain Reserves

  • Treatment of Certain Refunds If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

  • Certain Reductions Notwithstanding anything herein to the contrary, the Company shall reduce Executive’s severance benefits under this Agreement, in whole or in part, by any other severance benefits, pay in lieu of notice, or other similar benefits payable to Executive by the Company in connection with Executive’s termination, including but not limited to payments or benefits pursuant to (a) any applicable legal requirement, including, without limitation, the Worker Adjustment and Retraining Notification Act, or (b) any other Company agreement, arrangement, policy or practice relating to Executive’s termination of employment with the Company. The benefits provided under this Agreement are intended to satisfy, to the greatest extent possible, any and all statutory obligations that may arise out of Executive’s termination of employment. Such reductions shall be applied on a retroactive basis, with severance benefits paid first in time being recharacterized as payments pursuant to the Company’s statutory obligation.

  • Tax Reserves The Company has established on its books and records adequate reserves for all Taxes and for any liability for deferred income taxes in accordance with Adjusted GAAP.

  • Certain Requirements in Respect of Combination, etc USCo shall not complete any transaction (whether by way of reconstruction, reorganization, consolidation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing entity resulting therefrom unless, but may do so if: (a) such other person or continuing entity (herein called the "USCo Successor"), by operation of law, becomes, without more, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, a trust agreement supplemental hereto and such other instruments (if any) as are satisfactory to the Trustee, acting reasonably, and in the opinion of legal counsel to the Trustee are reasonably necessary or advisable to evidence the assumption by the USCo Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such USCo Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of USCo under this Agreement; and (b) such transaction shall, to the satisfaction of the Trustee, acting reasonably, and in the opinion of legal counsel to the Trustee, be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the Trustee or of the Beneficiaries hereunder.

  • Compliance with Certain Requirements of Regulations; Deficit Capital Accounts In the event the Company is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article X to the Unit Holders who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). If any Unit Holder has a deficit balance in such Member’s Capital Account (after giving effect to all contributions, distributions and allocations for all Fiscal Years, including the Fiscal Year during which such liquidation occurs), such Unit Holder shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever. In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Unit Holders pursuant to this Article X may be: (i) distributed to a trust established for the benefit of the Unit Holders for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent or unforeseen liabilities or obligations of the Company, in which case the assets of any such trust shall be distributed to the Unit Holders from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Unit Holders pursuant to Section 10.2 of this Agreement; or (b) withheld to provide a reasonable reserve for Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company, provided that such withheld amounts shall be distributed to the Unit Holders as soon as practicable.