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 other 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 ▇▇▇▇▇▇▇ ▇. Fix, (facsimile no. 847-520-1380) who shall ▇▇▇▇ ▇▇▇ 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

  • 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.

  • 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.

  • After the Company has satisfied its obligations to pay a Holder the Total Exchangeable 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.

  • The Company shall have the right at any time after the Liquidation Date to deposit or cause to be deposited the Total Exchangeable Share Consideration representing the Total Liquidation Amount in respect of the Exchangeable 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.

  • 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.

  • Upon such deposit being made, the rights of the Holders shall be limited to receiving their proportionate share of the Total Convertible Voting Share Consideration representing the Total Liquidation Amount so deposited for such Convertible Voting Shares, against presentation and surrender of such certificates held by them, respectively, in accordance with the foregoing provisions.

  • 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.

  • During the lifetime of the Annuitant and Joint Annuitant and while the number of Annuity Payments made is less than the guaranteed number of payments elected, the Contract Owner electing variable annuitization may request a withdrawal representing a partial liquidation of up to the percentage shown on the Contract Schedule of the Total Liquidation Value.

  • 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.

  • Upon such deposit being made, the rights of the Holders shall be limited to receiving their proportionate share of the Total Exchangeable Share Consideration representing the Total Liquidation Amount so deposited for such Exchangeable Shares, against presentation and surrender of such certificates held by them, respectively, in accordance with the foregoing provisions.


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.
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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 the ratio (expressed as a percentage) computed as of the last day of each calendar month by dividing (i) the aggregate Outstanding Balance of all Receivables which became Defaulted Receivables during such month, by (ii) the aggregate amount of Collections received by the Collection Agent during such period.

  • 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.

  • 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.