Liquidation Closing definition
Examples of Liquidation Closing in a sentence
In connection with the Liquidation Transactions, TPG shall cause the Company to distribute to CalSTRS the sum of One Hundred Sixty-Three Million Eight Hundred Thirty-Seven Thousand Five Hundred Fourteen Dollars ($163,837,514), subject to adjustment pursuant to Section 9.4 (as so adjusted as of the Liquidation Closing Date, the “Liquidation Payment Amount”).
All rebates or reductions in Property Taxes received subsequent to Liquidation Closing relating to periods prior to Liquidation Closing, net of costs of obtaining the same, shall be prorated as of the Liquidation Apportionment Date, when received.
Notwithstanding the foregoing, neither the Paying Agent nor any Party shall be liable to a holder of Company Shares for any Initial Transaction Consideration or Preferred Share Liquidation Closing Payment payable to such holder pursuant to Section 1.5 that is delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws.
After the Redemption Closing or the Liquidation Closing, as applicable, subject to any other agreement between the Company (or the Acquirer) and the Lender, the Owner Entities and such subsidiaries bound by the Existing Loan Documents shall remain liable to the lenders under the Existing Loan Documents (the “Existing Lenders”) in accordance with their respective terms, and the Company Projects shall remain subject to the liens securing the Existing Loans to the extent set forth therein.
The Liquidation Payment Amount shall be adjusted to reflect the actual closing costs and normal prorations of income, rent, expenses, taxes and other similar amounts that would be applicable on a hypothetical sale of City National Plaza to CalSTRS, and of the other Company Projects to TPG, on the Liquidation Closing Date, and after a reconciliation of all cash on hand and unpaid leasing costs and trade payables owed with respect to the Company Projects as set forth herein.
If any apportionment is not based on an actual current reading, then upon the taking of a subsequent actual reading, the parties shall, in the Final Liquidation Closing Statement, readjust such apportionment based upon the amount determined to be due upon such adjustment.
After the Liquidation Closing, TPG will cause the Company to not take action to collect any rent or other income owed by tenants with respect to periods prior to the Liquidation Closing Date.
TPG shall cause to be deposited in the Escrow Account, and instruct the Escrow Holder, on behalf of the Company to distribute to CalSTRS, the entire Liquidation Payment Amount (including the Liquidation Deposit) at the Liquidation Closing as a liquidating distribution.
In the case of the Liquidation Transactions, if the Estimated Costs relating to any Uninsured damage or destruction of City National Plaza exceeds Fifteen Million Dollars ($15,000,000) in the aggregate, then CalSTRS may at its option, to be exercised by written notice to TPG within five (5) Business Days of CalSTRS’ receipt of notice of the Estimated Costs, either (a) proceed to the Liquidation Closing, or (b) terminate this Agreement in its entirety.
The provisions of this Section 9.4 shall survive Liquidation Closing.