Total Liquidation definition

Total Liquidation sale (the "Sale"). In consideration of the mutual promises and covenants contained herein and other good and valuable consideration, Merchant and Agent agree as follows:
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Total Liquidation. Going out of Business" or similar sale.
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Total Liquidation or "Going Out of Business" theme to the extent permitted by applicable laws, regulations and ordinances; provided, however, that Agent shall deliver copies of all advertising materials for the Sale to Merchant, Attn: Mitchell P. Kahn (facsimile no. 847-520-1343) or Xxxxxxx X. Fix, (facsimile no. 847-520-1380) who shall xxxx xxx right, within forty-eight (48) hours of such delivery, to approve such materials (which approval shall not be unreasonably withheld or delayed), and provided further that the failure of Merchant to reasonably respond to any request for approval within forty-eight (48) hours shall be deemed approval of the subject materials; (B) to establish Sale prices and discounts upon prior notice to Merchant; (C) to use without charge, during the Sale Term and for purposes of selling the Merchandise, all customer lists, furniture, store fixtures, equipment, advertising materials, supplies, credit card facilities and processors including access to credit card terminal processing coding, computer hardware and software, Merchant's name, logo, and other assets of Merchant (whether owned, leased, or licensed) located at the Stores, all of which will be returned to Merchant at the end of the Sale Term, to the extent the same (1) are remaining at the end of the Sale Term, (2) have not been used (e.g. supplies), or (3) otherwise have not been disposed of through no fault of Agent; (D) to use the Merchant's personnel, to the extent that the Agent, in the exercise of its sole discretion, shall deem appropriate provided that Agent shall comply in all material respects with Merchant's human resource policies and procedures which are disclosed to Agent in writing prior to the Sale Commencement Date and provided further that Agent shall use its reasonable efforts to retain Merchant's employees for at least eight weeks from the Sale Commencement Date. (E) beginning on January 16, 1997 at 4:30 P.M., to have access to the Stores to prepare for the Sale in a manner so as not to disrupt Merchant's ongoing business operations, and during the Sale Term to use all Store keys, case keys, security codes, and safe and lock combinations to gain access to and to operate the Stores; (F) to transfer Merchandise between and among the Stores subject to applicable law and upon prior notice to Merchant; provided, however, that no Merchandise transfers between the Stores or from the "Big Ticket Item Warehouse" to the Stores shall be made between the Sale Commencement Date and co...
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Examples of Total Liquidation in a sentence

  • After payment of the full amount of the Total Liquidation Preference to which they are entitled, Holders will have no right or claim to any of the remaining assets of the Corporation (or proceeds thereof).

  • Notwithstanding the foregoing, until such payment or deposit of such Holder's Total Liquidation Amount, the Holder shall be deemed to still be a Holder for purposes of all voting rights with respect thereto.

  • If the Total Liquidation Amount per share of Series M Preferred Stock has been paid in full to all holders of Series M Preferred Stock and the liquidation amount of all other shares of Liquidation Parity Stock has been paid in full, the holders of Common Stock or any other shares ranking, as to such distribution, junior to the Series M Preferred Stock will be entitled to receive remaining assets of the Corporation according to their respective rights and preferences.

  • Agent may advertise the Sale as a Store Closing, or Total Liquidation or similar type sale in accordance with applicable law and applicable leasehold agreements.

  • The submission deadlines vary depending on the type of measure, with most falling in July and early August.The order in which measures will appear on the ballot is as follows: State Measures City and County measures Bond measure Charter amendment OrdinancesOn August 13, the Department selected and assigned letters to identify each local measure that will appear on the ballot for the November 6 election.

  • The Company shall have the right at any time after the Liquidation Date to deposit or cause to be deposited the Total Convertible Voting Share Consideration representing the Total Liquidation Amount in respect of the Convertible Voting Shares represented by certificates that have not at the Liquidation Date been surrendered by the Holders thereof in a custodial account or for safekeeping, in the case of non-cash items, with any chartered bank or trust company in Canada.

  • After payment in full of the Total Liquidation Payment to which holders of Preferred Stock are entitled, such holders will not be entitled to any further participation in any distribution of assets of the Corporation.

  • The Total Convertible Voting Share Consideration representing the Total Liquidation Amount for such Holder's Convertible Voting Shares shall be delivered to such Holder, at the Company's expense, at the address of the Holder recorded in the securities register of the Company for the Convertible Voting Shares, or, if requested by the Holder, by holding for pick-up by the Holder at the place of delivery.

  • The Total Exchangeable Share Consideration representing the Total Liquidation Amount for such Holder's Exchangeable Shares shall be delivered to such Holder, at the Company's expense, at the address of the Holder recorded in the securities register of the Company for the Exchangeable Shares, or, if requested by the Holder, by holding for pick-up by the Holder at the place of delivery.

  • After the Company has satisfied its obligations to pay a Holder the Total Convertible Voting Share Consideration representing the Holder's Total Liquidation Amount, such Holder shall not be entitled to share in any further distribution of the assets of the Company.


More Definitions of Total Liquidation

Total Liquidation. Going Out Of Business" or similar sale or any restrictions on a third party conducting the Sale as agent, the Merchant possessing and the Agent having the right to the undisturbed and unencumbered use and occupancy of, and the peaceful and quiet possession of, the Stores and assets currently located thereat and the services provided thereto throughout the Sale Term, such that Agent may conduct the Sale in the manner provided herein without interference of any landlord, governmental agency or other third party. If Merchant requests that Agent vacate any Store prior to the completion of the Sale Term, Agent shall comply with such request, provided that, Merchant shall reimburse Agent for any reduction of the Agent Amount, any additional expenses or any other amounts due to or incurred by Agent relating to or incurred as a result of vacating such Store prior to the completion of the Sale Term. (d) All representations and warranties of Merchant and Agent hereunder shall be true and correct in all material respects and no Event of Default shall have occurred at and as of the date hereof and as of the Sale Commencement Date. (e) Merchant shall have provided Agent reasonable access to all pricing and cost files, inter-Store transfer logs, markdown schedules, invoices, style runs and all other documents relative to the price, mix and quantities of inventory located at the Stores. (f) If the conduct of business in the ordinary course at any Store is interrupted for any reason other than a casualty or an act of God, in Agent's discretion (i) the Merchandise at such Store may be transferred to another Store or Stores and if appropriate an adjustment to Proceeds and Guaranteed Amount shall be made to reflect the inability of Agent to conduct the Sale at such Store or Stores. 7.
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Related to Total Liquidation

  • 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.

  • Loss-to-Liquidation Ratio means, for any calendar month, the percentage equal (i) the sum of the aggregate Outstanding Balance of all Receivables 91-120 days past due plus the aggregate Outstanding Balance of all Receivables written off by Servicer in such month divided by the aggregate Collections received during such month.

  • Deemed Liquidation means a liquidation of the Company that is deemed to occur pursuant to Treas. Reg. § 1.708-1(b)(4) in the event of a termination of the Company pursuant to Section 708(b)(1)(B) of the Code.

  • Initial Liquidation Preference means one thousand dollars ($1,000.00) per share of Convertible Preferred Stock.

  • Partial Liquidation Proceeds Liquidation Proceeds received by a Servicer prior to the month in which the related Mortgage Loan became a Liquidated Loan.

  • Pro-rata Liquidation means an amount equal to the liquidation of the relevant Collateral Assets held in the Margin Account for a Series of ETP Securities, pro rata to the amount of ETP Securities being redeemed divided by the total number of ETP Securities for such Series, after the pro rata deduction of all costs and expenses incurred by the Issuer in connection with the liquidation of such Collateral Assets, the pro rata deduction of the Arranger Fee and any Funding and Brokerage Fees.

  • 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.

  • Series A Liquidation Value means the amount equal to the sum of (i) the Series A Issue Price, plus (ii) all Series A Unpaid Distributions, plus (iii) Series A Partial Period Distributions, in each case, with respect to the applicable Series A Preferred Unit.

  • 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.

  • Subordinate Liquidation Amount For any Distribution Date and each Loan Group, the excess, if any, of the aggregate Liquidation Principal of Mortgage Loans related to that Loan Group which became Liquidated Mortgage Loans during the prior calendar month over the related Senior Liquidation Amount for that Distribution Date.

  • First Liquidation Target Amount has the meaning assigned to such term in Section 6.1(c)(i)(D).

  • Net Liquidation Percentage means the percentage of the book value of Borrowers’ Inventory that is estimated to be recoverable in an orderly liquidation of such Inventory net of all associated costs and expenses of such liquidation, such percentage to be as determined from time to time by an appraisal company selected by Agent.

  • Second Liquidation Target Amount has the meaning assigned to such term in Section 6.1(c)(i)(E).

  • Senior Liquidation Amount For any Distribution Date, the sum of (A) the aggregate, for each Mortgage Loan which became a Liquidated Mortgage Loan during the Prior Period, of the lesser of: (i) the Senior Percentage of the Principal Balance of such Mortgage Loan and (ii) the Senior Prepayment Percentage of the Liquidation Principal with respect to such Mortgage Loan and (B) the Senior Prepayment Percentage of any Subsequent Recoveries for such Distribution Date.

  • 10% in Liquidation Amount means, except as provided in the terms of the Capital Securities or by the Trust Indenture Act, Holder(s) of outstanding Securities, voting together as a single class, or, as the context may require, Holders of outstanding Capital Securities or Holders of outstanding Common Securities, voting separately as a class, who are the record owners of 10% or more of the aggregate liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accumulated and unpaid Distributions to the date upon which the voting percentages are determined) of all outstanding Securities of the relevant class.

  • Series A Liquidation Preference means a liquidation preference for each Series A Preferred Unit initially equal to $25.00 per unit, which liquidation preference shall be subject to increase by the per Series A Preferred Unit amount of any accumulated and unpaid Series A Distributions (whether or not such distributions shall have been declared).

  • Nominal Liquidation Amount means, notwithstanding anything to the contrary in the Indenture Supplement, with respect to the Class B(2020-2) Notes:

  • Series C Liquidation Preference means a liquidation preference for each Series C Preferred Unit initially equal to $25.00 per unit (subject to adjustment for any splits, combinations or similar adjustments to the Series C Preferred Units), which liquidation preference shall be subject to increase by the per Series C Preferred Unit amount of any accumulated and unpaid Series C Distributions (whether or not such distributions shall have been declared).

  • Net Liquidation Proceeds With respect to any Liquidated Mortgage Loan or any other disposition of related Mortgaged Property (including REO Property) the related Liquidation Proceeds net of Advances, Servicing Advances, Servicing Fees and any other accrued and unpaid servicing fees received and retained in connection with the liquidation of such Mortgage Loan or Mortgaged Property.

  • Series B Liquidation Preference means a liquidation preference for each Series B Preferred Unit initially equal to $25.00 per unit, which liquidation preference shall be subject to increase by the per Series B Preferred Unit amount of any accumulated and unpaid Series B Distributions (whether or not such distributions shall have been declared).

  • Liquidation Date means (a) in the case of an event giving rise to the dissolution of the Partnership of the type described in clauses (a) and (b) of the first sentence of Section 12.2, the date on which the applicable time period during which the holders of Outstanding Units have the right to elect to continue the business of the Partnership has expired without such an election being made, and (b) in the case of any other event giving rise to the dissolution of the Partnership, the date on which such event occurs.

  • Excess Liquidation Proceeds To the extent that such amount is not required by law to be paid to the related Mortgagor, the amount, if any, by which Liquidation Proceeds with respect to a Liquidated Mortgage Loan exceed the sum of (i) the Outstanding Principal Balance of such Mortgage Loan and accrued but unpaid interest at the related Mortgage Interest Rate through the last day of the month in which the related Liquidation Date occurs, plus (ii) related Liquidation Expenses.

  • CMSA Historical Liquidation Report means a report substantially in the form of, and containing the information called for in, the downloadable form of the "Historical Liquidation Report" available as of the Closing Date on the CMSA Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CMSA for commercial mortgage securities transactions generally.

  • Deemed Liquidation Event means: (i) a merger or consolidation in which the Corporation is a constituent party or a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of the surviving or resulting corporation or if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation.

  • 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.

  • Net Liquidation Proceeds After Debt Service means, with respect to any Liquidation Event, all amounts paid to or received by or on behalf of Borrower, Senior Mezzanine Borrower or Mortgage Borrower in connection with such Liquidation Event, including, without limitation, proceeds of any sale, refinancing or other disposition or liquidation, less (a) Lender’s, Senior Mezzanine Lender’s and/or Mortgage Lender’s reasonable costs incurred in connection with the recovery thereof, (b) amounts required or permitted to be deducted therefrom and amounts paid pursuant to the Mortgage Loan Documents and Senior Mezzanine Loan Documents to Mortgage Lender and/or Senior Mezzanine Lender (as applicable), (c) in the case of a foreclosure sale, disposition or Transfer of any Individual Property in connection with realization thereon following a Mortgage Loan Event of Default, such reasonable and customary costs and expenses of sale or other disposition (including attorneys’ fees and brokerage commissions), (d) in the case of a foreclosure sale, disposition or Transfer of any Senior Mezzanine Collateral in connection with realization thereon following a Senior Mezzanine Loan Default under any Senior Mezzanine Loan Documents, such reasonable and customary costs and expenses of sale or other disposition (including attorneys’ fees and brokerage commissions), (e) in the case of a foreclosure sale, such costs and expenses incurred by Mortgage Lender under the Mortgage Loan Documents as Mortgage Lender shall be entitled to receive reimbursement for under the terms of the Mortgage Loan Documents, (f) in the case of a foreclosure sale, such costs and expenses incurred by Senior Mezzanine Lender under the Senior Mezzanine Loan Documents as Senior Mezzanine Lender shall be entitled to receive reimbursement for under the terms of the Senior Mezzanine Loan Documents, (g) in the case of a refinancing of the Mortgage Loan and/ Senior Mezzanine Loan, such costs and expenses (including attorneys’ fees) of such refinancing as shall be reasonably approved by Lender, Mortgage Lender and/or Senior Mezzanine Lender, and (h) the amount of any prepayments required pursuant to the Mortgage Loan Documents, Senior Mezzanine Loan Documents and/or the Loan Documents, in connection with any such Liquidation Event.