Inventory Liquidation Clause Samples

The Inventory Liquidation clause outlines the procedures and rights related to the sale or disposal of inventory, typically when a business is winding down operations or needs to quickly convert stock into cash. This clause may specify who is authorized to initiate liquidation, the methods for selling inventory (such as public auction or private sale), and how proceeds are distributed among stakeholders. Its core function is to provide a clear, orderly process for handling inventory in situations where rapid asset conversion is necessary, thereby minimizing disputes and ensuring fair treatment of all parties involved.
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Inventory Liquidation. (a) Upon the expiration or earlier termination of this Agreement, for any reason whatsoever, Distributor shall, within thirty (30) days thereof, deliver to ICI a complete and accurate schedule of Distributor's inventory of Products, labels and tags. Such schedule shall be prepared as of the close of business on the date of such termination. ICI shall thereupon have the option, exercisable by written notice delivered to Distributor within thirty (30) days of receipt of the schedule of inventory, to purchase any or all of the inventory for an amount equal to Distributor's actual cost, F.O.B. factory (if the work is in progress) or LDP with freight (if the Products are at the warehouse), as defined according to Generally Accepted Accounting Principles of the United States. Should ICI send such notice, Distributor will ship to ICI all of the inventory specified therein, within thirty (30) days of receipt thereof for inventory located in Distributor's facilities, or, for all other inventory, promptly thereafter but no more than forty-five (45) days thereafter. ICI shall pay Distributor for such inventory within thirty (30) days of receipt. The sale of inventory to ICI shall not be subject to the payment of Rights Holder's Royalties or Distributor's Fees, and such sales shall not count toward the minimum sales required for that year. (b) In the event that ICI elects not to exercise its option to purchase the remaining inventory, Distributor shall have a period of 90 days from the effective date of termination to sell and deliver to other purchasers its remaining inventory under the Marks on a non-exclusive basis, provided that the termination of this Agreement has not been caused by Distributor's breach of this Agreement, Distributor's unauthorized use of the Marks, or an order enjoining use of the Marks in the Territory, in which case the inventory liquidation rights provided herein shall not apply. Distributor will make its reasonable efforts to sell only to the previous season's customers and to sell only at regular prices. Royalties and other payments on said sales shall be due on the 30th day following the sale thereof. All imprints, lettering, stationery, tags, labels, packaging, advertising materials, Fixtures, or other reproductions of or reference to the Marks shall be removed from all inventory remaining after such 60- day period and shall be immediately returned to ICI at no charge or shall be destroyed together with such remaining inventory which can...
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Inventory Liquidation. Notwithstanding anything in this Agreement to the contrary, if SII is required or deems it advisable to liquidate certain Licensed Products at a price that results in a gross margin of less than 40%, SII will pay to Earnhardt a royalty equal to one-half of the gross margin of the Licensed ▇▇▇▇▇▇▇ ▇o liquidated.
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Inventory Liquidation. In the event the Executive leaves the Company (for any reason, with or without Cause or for Good Reason) prior to a Change of Control and within 36 months after the Commencement Date, then the Company will have the option to require the Executive to extend his employment at his then current annual base salary for a period of up to three months or until such time prior to three months that the Executive liquidates and sells the inventory purchased in connection with the Huttig-Grip product line expansion at or above landed cost (the “Final Separation Date”), and Company will defer payment of any severance or payout hereunder until the Final Separation Date.
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Inventory Liquidation 
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Related to Inventory Liquidation

  • Cash Liquidation 7 Certificate...................................................................7

  • Acquisition/Liquidation Procedure The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value." With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not convert such shares.

  • Dissolution; Liquidation (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or (ii) any other event or circumstance giving rise to the dissolution of the Company under Section 18-801 of the Act, unless the Company’s existence is continued pursuant to the Act. (b) Upon dissolution of the Company, the Company shall immediately commence to wind up its affairs and the Member shall promptly liquidate the business of the Company. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue. (c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied as follows: (i) first, to creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof); and (ii) thereafter, to the Member. (d) Upon the completion of the winding up of the Company, the Member shall file a Certificate of Cancellation in accordance with the Act.

  • Liquidation Value In the event of any liquidation, dissolution and winding up of the Partnership under Section 12.4 or a sale, exchange or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series E Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests (other than Series A Preferred Units, Series C Preferred Units and Series D Preferred Units as to which the Series E Preferred Units are pari passu), the positive value in each such holder’s Capital Account in respect of such Series E Preferred Units. If in the year of such liquidation and winding up, or sale, exchange or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series E Preferred Units is less than the aggregate Series E Liquidation Value of such Series E Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series E Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series E Preferred Unit is equal to the Series E Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the second sentences of Section 5.12 (b)(iv), Section 5.14(b)(iv) and Section 5.15(b)(iv). If in the year of such liquidation, dissolution or winding up any such Record Holder’s Capital Account in respect of such Series E Preferred Units is less than the aggregate Series E Liquidation Value of such Series E Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series E Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series E Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series E Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the third sentences of Section 5.12(b)(iv), Section 5.14(b)(iv) and Section 5.15(b)(iv). At such time as such allocations have been made to the Outstanding Series E Preferred Units, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series E Preferred Units shall become entitled to receive any distributions in respect of the Series E Preferred Units that are accrued and unpaid as of the date of such distribution in priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees (other than Series A Preferred Units, Series C Preferred Units and Series D Preferred Units as to which the Series E Preferred Units are pari passu); provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series E Preferred Units.

  • Liquidation etc As long as the Class B Distribution and Service Plan is in effect, the Series shall not change the manner in which the Distribution Fee is computed (except as may be required by a change in applicable law after the date hereof) or adopt a plan of liquidation without the consent of the Distributor (or any designee or transferee of the Distributor's rights to receive payment hereunder in respect of Class B shares) except in circumstances where a surviving entity or transferee of the Series' assets adopts the Class B Distribution and Service Plan and assumes the obligations of the Series to make payments to the Distributor (or its transferee) hereunder in respect of Class B shares.