Orderly Liquidation definition

Orderly Liquidation. Value Appraisal - an appraisal, in form and substance satisfactory to Agent, conducted by The Ozer Group or such other appraisal company of similar qualifications and standing acceptable to Agent pursuant to which such appraisal company determines the expected dollar amount to be realized at an orderly negotiated sale of the Inventory held within a reasonable period of time. Ordinary Course of Business - with respect to any transaction involving any Person, the ordinary course of such Person's business, as conducted by such Person in accordance with past practices and undertaken by such Person in good faith and not for the purpose of evading any covenant or restriction in any Loan Document. Organization Documents - with respect to any Person, its charter, certificate or articles of incorporation, bylaws, articles of organization, operating agreement, members agreement, partnership agreement, voting trust, or similar agreement or instrument governing the formation or operation of such Person. OSHA - the Occupational Safety and Hazard Act of 1970. Other Agreements - the Notes, each LC Support, the Agreement Regarding Environmental Matters dated September 9, 2003, between Tropical and Agent, the Environmental Certificate, the Factor Intercreditor Agreement, and any and all agreements, instruments and documents (other than the Agreement and the Security Documents), heretofore, now or hereafter executed by any Borrower, any Obligor or any other Person and delivered to Agent or any Lender in respect of the transactions contemplated by the Agreement. Out-of-Formula Condition - as defined in SECTION 1.1.2 of the Agreement. Out-of-Formula Loan - a Revolver Loan made or existing when an Out-of-Formula Condition exists or the amount of any Revolver Loan which, when funded, results in an Out-of-Formula Condition. Participant - as defined in SECTION 13.2.1.
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Orderly Liquidation. Value shall mean, with respect to the Eligible Rental Equipment owned by the Qualified Credit Parties, the aggregate orderly liquidation value thereof as determined by an appraisal (or update thereof) of the Qualified Credit Parties’ Rental Equipment delivered to the Administrative Agent pursuant to this Credit Agreement. Other Liabilities at any time shall mean the accounts payable and accrued expenses of Holdings and its Subsidiaries on a consolidated basis at such time set forth in Holdings’ consolidated balance sheet, but excluding accrued interest to the extent otherwise reflected therein. Outstandings shall mean, at any time, the sum of (i) the principal amount of all Loans outstanding at such time plus (ii) the Letter of Credit Obligations at such time. Payment Office shall mean the office of the Administrative Agent located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or any other office within the continental United States designated by the Administrative Agent to the Borrower from time to time as the office for payment of all amounts required to be paid by the Borrower under this Credit Agreement. PATRIOT Act shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Pub. L. ▇▇. ▇▇▇-▇▇, ▇▇▇ ▇▇▇▇. ▇▇▇ (▇▇▇. 26, 2001)). PBGC shall mean the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto. Permitted Acquisition shall mean:
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Orderly Liquidation means the orderly liquidation of Ad Art in accordance with the terms of the Orderly Liquidation Budget, pursuant to which Ad Art shall use its best efforts to liquidate all of its assets (including, without limitation, the Ad Art Collateral) for the highest and best prices obtainable, shall disburse the proceeds of the Ad Art Collateral to the Bank, and shall otherwise wind up its affairs in an orderly and reasonable means in all respects.
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Examples of Orderly Liquidation in a sentence

  • The Board of Governors of the Federal Reserve or the Federal Deposit Insurance Corporation (the “FDIC”) makes a written recommendation under Title II (Orderly Liquidation Authority) of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act for the appointment of the FDIC as a receiver of GS Inc.

  • With respect to each appraisal made pursuant to this Section 5.07(3) after the Closing Date, (i) the Administrative Agent and the Loan Parties will each be given a reasonable amount of time to review and comment on a draft form of the appraisal prior to its finalization and (ii) any adjustments to the Net Orderly Liquidation Value or the Borrowing Base hereunder as a result of such appraisal shall be reflected in the Borrowing Base Certificate delivered immediately succeeding such appraisal.

  • Notwithstanding anything herein to the contrary, Reserves shall not duplicate eligibility criteria contained in the definition of “Eligible Inventory” and vice versa, or reserves or criteria deducted in computing the cost or market value of Eligible Inventory or the Net Orderly Liquidation Value of Eligible Inventory and vice versa.

  • In addition to the foregoing, the Administrative Agent shall have the right to have the Borrower’s and each Wholly-Owned Subsidiary Guarantor’s Inventory reappraised by a qualified appraisal company selected by the Administrative Agent in accordance with Section 9.01(o) after the Initial Borrowing Date for the purpose of re-determining the Net Orderly Liquidation Value of the Eligible Inventory, and, as a result, re-determining the Borrowing Base.

  • Notwithstanding anything herein to the contrary, Availability Reserves shall not duplicate eligibility criteria contained in the definition of “Eligible Accounts” or “Eligible Inventory” and vice versa, or reserves or criteria deducted in computing the net book value of Eligible Inventory or the Net Orderly Liquidation Value of Eligible Inventory and vice versa.

  • In the event the FILO Agent conducts any such Acceptable Inventory Appraisals pursuant to the terms hereof, the Administrative Agent and the Borrowers shall promptly (but in any event within two (2) Business Days of receipt of the results of such appraisal from the FILO Agent) implement the Net Orderly Liquidation Value set forth in such appraisal to the calculation of the Revolving Borrowing Base and the FILO Borrowing Base.

  • In addition to the foregoing, the Administrative Agent and the Canadian Agent shall have the right, subject to subsection 7.6, to have the Loan Parties’ Inventory reappraised by a qualified appraisal company selected by the Administrative Agent or the Canadian Agent from time to time after the Closing Date for the purpose of redetermining the Net Orderly Liquidation Value of the Eligible Inventory and, as a result, redetermining the U.S. Borrowing Base or the Canadian Borrowing Base.

  • Notwithstanding anything herein to the contrary, Canadian Reserves shall not duplicate eligibility criteria contained in the definition of “Eligible Canadian Receivable” or “Eligible Canadian Inventory” and vice versa, or reserves or criteria deducted in computing the cost or market value or Value of any Eligible Canadian Receivable, any Eligible Canadian Inventory or the Net Orderly Liquidation Value of any Eligible Canadian Inventory and vice versa.

  • Notwithstanding anything herein to the contrary, Reserves shall not duplicate eligibility criteria contained in the definition of “Eligible Credit Card Receivable,” “Eligible Receivable,” “Eligible In-Transit Inventory,” “Eligible Letter of Credit Inventory” or “Eligible Inventory” and vice versa, or reserves or criteria deducted in computing the cost or market value or Value of any Eligible Inventory or Eligible Receivable or the Net Orderly Liquidation Value of any Eligible Inventory and vice versa.

  • With respect to each appraisal made pursuant to this Section 5.07(3) after the Closing Date, (i) the Administrative Agent and the Loan Parties will each be given a reasonable amount of time to review and comment on a draft form of the appraisal prior to its finalization and (ii) any adjustments to the Net Orderly Liquidation Value or any Borrowing Base hereunder as a result of such appraisal shall be reflected in the Borrowing Base Certificate delivered immediately succeeding such appraisal.


More Definitions of Orderly Liquidation

Orderly Liquidation is amended to read as follows:
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Orderly Liquidation means a liquidation with a typical marketing period, where the value of a group of assets that could be realised in a liquidation sale, given a reasonable period of time to find a purchaser (or purchasers), with the seller being compelled to sell on an as-is, where-is basis. The reasonable period of time to find a purchaser (or purchasers) may vary by asset type and market conditions.
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Related to Orderly Liquidation

  • Orderly Liquidation Value means the net amount (after all costs of sale), expressed in terms of money, which Agent, in its good faith discretion, estimates can be realized from a sale, as of a specific date, given a reasonable period to find a purchaser(s), with the seller being compelled to sell on an as-is/where-is basis.

  • Cash Liquidation As to any defaulted Mortgage Loan other than a Mortgage Loan as to which an REO Acquisition occurred, a determination by the Master Servicer that it has received all Insurance Proceeds, Liquidation Proceeds and other payments or cash recoveries which the Master Servicer reasonably and in good faith expects to be finally recoverable with respect to such Mortgage Loan.

  • Net Orderly Liquidation Value means, with respect to Inventory of any Person, the orderly liquidation value thereof as determined in a manner acceptable to the Administrative Agent by an appraiser acceptable to the Administrative Agent, net of all costs of liquidation thereof.

  • Deemed Liquidation means a liquidation of the Company that is deemed to occur pursuant to Treas. Reg. Section 1.708-1(b)(1)(iv) in the event of a termination of the Company pursuant to section 708(b)(1)(B) of the Code.

  • Liquidation means the distributions of the Trust Account to the Public Shareholders in connection with the redemption of Ordinary Shares held by the Public Shareholders pursuant to the terms of the Company’s Amended and Restated Memorandum and Articles of Association, as amended, if the Company fails to consummate a Business Combination.