Common use of Liquidation Notice Clause in Contracts

Liquidation Notice. (a) Liquidating Events Prior to Extension Period. Prior to the Extension Period Commencement Date, the Garnet Preferred Member may, at any time on or after the occurrence of a Note Trigger Event or a Specified Equity Event, deliver to the Managing Member (and, if the Garnet Common Member is not the Managing Member, the Garnet Common Member) a written notice (a "LIQUIDATION NOTICE") stating that such Note Trigger Event or such Specified Equity Event constitutes a Liquidating Event; provided, however, that: (i) the delivery of a Liquidation Notice shall not become effective to cause a Liquidating Event until (A) the Garnet LLC Agreement applicable Asset Remedy Standstill Expiration Date or (B) in the case of a Specified Equity Event, the delivery of such Liquidation Notice; (ii) except in the case of a Specified Equity Event, the Garnet Preferred Member may rescind such Liquidation Notice by delivering to the Managing Member (and, if the Garnet Common Member is not the Managing Member, the Garnet Common Member) a rescission notice prior to the applicable Asset Remedy Standstill Expiration Date; and (iii) except in the case of a Specified Equity Event, if both (x) an Irrevocable Election has been made by the Diamond Class B Member and a Purchase Option Notice or Retirement Notice has been delivered pursuant to the Diamond LLC Agreement on or prior to the applicable Asset Remedy Standstill Expiration Date and (y) an Irrevocable Election has been made by the Topaz Majority Member and a Purchase Option Notice or Retirement Notice has been delivered pursuant to the Topaz LLC Agreement on or prior to the applicable Asset Remedy Standstill Expiration Date, then no Liquidation Notice shall become effective to cause a Liquidating Event until the day after the Purchase Date or Retirement Date, as the case may be, specified in such notices (and then if, but only if, each of the Diamond Class A Member Interest and the Topaz Minority Member Interest shall not have been either purchased or retired).

Liquidation Notice. (a) Liquidating Events Prior to Extension Period. Prior to the Extension Period Commencement Date, the Garnet Preferred Diamond Class A Member may, at any time on or after the occurrence of a Note Trigger Event or a Specified Equity Event, deliver to the Managing Member (and, if the Garnet Common Diamond Class B Member is not the Managing Member, the Garnet Common Diamond Class B Member) a written notice (a "LIQUIDATION NOTICE") stating that such Note Trigger Event or such Specified Equity Event constitutes a Liquidating Event; provided, however, that: (i) the delivery of a Liquidation Notice shall not become effective to cause a Liquidating Event until (A) the Garnet LLC Agreement applicable Asset Remedy Standstill Expiration Date or (B) in the case of a Specified Equity Event, the delivery of such Liquidation Notice; (ii) except in the case of a Specified Equity Event, the Garnet Preferred Diamond Class A Member may rescind such Liquidation Notice by delivering to the Managing Member (and, if the Garnet Common Diamond Class B Member is not the Managing Member, the Garnet Common Diamond Class B Member) a rescission notice prior to the applicable Asset Remedy Standstill Expiration Date; and (iii) except in the case of a Specified Equity Event, if both (x) an Irrevocable Election has been made by the Diamond Class B Member and a Purchase Option Notice or Retirement Notice has been delivered pursuant to the this Diamond LLC Agreement on or prior to the applicable Asset Remedy Standstill Expiration Date and (y) an Irrevocable Election has been made by the Topaz Majority Member and a Purchase Option Notice or Retirement Notice has been delivered pursuant to the Topaz LLC Agreement on or prior to the applicable Asset Remedy Standstill Expiration Date, then no Liquidation Notice shall become effective to cause a Liquidating Event until the day after the Purchase Date or Retirement Date, as the case may be, specified in such notices (and then if, but only if, each of the Diamond Class A Topaz Minority Member Interest and the Topaz Minority Diamond Class A Member Interest shall not have been either purchased or retired).

Liquidation Notice. (a) Liquidating Events Prior to Extension Period. Prior to the Extension Period Commencement Date, the Garnet Preferred Topaz Minority Member may, at any time on or after the occurrence of a Note Trigger Event or a Specified Equity Event, deliver to the Managing Member (and, if the Garnet Common Topaz Majority Member is not the Managing Member, the Garnet Common Topaz Majority Member) a written notice (a "LIQUIDATION NOTICE") stating that such Note Trigger Event or such Specified Equity Event constitutes a Liquidating Event; provided, however, that: (i) the delivery of a Liquidation Notice shall not become effective to cause a Liquidating Event until (A) the Garnet Topaz LLC Agreement applicable Asset Remedy Standstill Expiration Date or (B) in the case of a Specified Equity Event, the delivery of such Liquidation Notice; (ii) except in the case of a Specified Equity Event, the Garnet Preferred Topaz Minority Member may rescind such Liquidation Notice by delivering to the Managing Member (and, if the Garnet Common Topaz Majority Member is not the Managing Member, the Garnet Common Topaz Majority Member) a rescission notice prior to the applicable Asset Remedy Standstill Expiration Date; and (iii) except in the case of a Specified Equity Event, if both (x) an Irrevocable Election has been made by the Diamond Class B Topaz Majority Member and a Purchase Option Notice or Retirement Notice has been delivered pursuant to the Diamond this Topaz LLC Agreement on or prior to the applicable Asset Remedy Standstill Expiration Date and (y) an Irrevocable Election has been made by the Topaz Majority Diamond Class B Member and a Purchase Option Notice or Retirement Notice has been delivered pursuant to the Topaz Diamond LLC Agreement on or prior to the applicable Asset Remedy Standstill Expiration Date, then no Liquidation Notice shall become effective to cause a Liquidating Event until the day after the Purchase Date or Retirement Date, as the case may be, specified in such notices (and then if, but only if, each of the Diamond Class A Topaz Minority Member Interest and the Topaz Minority Diamond Class A Member Interest shall not have been either purchased or retired).

Liquidation Notice. (a) Liquidating Events Prior to Extension Earn-Out Period. Prior to the Extension Earn-Out Period Commencement Date, the Garnet Preferred Class A Member may, at any time on or after the occurrence of a Limestone Note Trigger Event or a Specified Equity Event, deliver to the Managing Member (and, if the Garnet Common Primary Class B Member is not the Managing Member, the Garnet Common Primary Class B Member) a written notice (a "LIQUIDATION NOTICE") stating that such Limestone Note Trigger Event or such Specified Equity Event constitutes a Liquidating Event; provided, however, that: (i) the delivery of a Liquidation Notice shall not become effective to cause a Liquidating Event until (A) the Garnet LLC Agreement expiration of the applicable Asset Remedy Standstill Expiration Date Period or (B) in the case of a Specified Equity Event, the delivery of such Liquidation NoticeSpecial Management Standstill Expiration Date; (ii) except in the case of a Specified Equity Event, the Garnet Preferred Class A Member may rescind such Liquidation Notice by delivering to the Managing Member (and, if the Garnet Common Primary Class B Member is not the Managing Member, the Garnet Common Primary Class B Member) a rescission notice prior to (A) the end of the applicable Asset Remedy Standstill Expiration Date; and Period or (iiiB) except in the case of a Specified Equity Event, the Special Management Standstill Expiration Date; and (iii) if both (x) an Irrevocable Election has been made by the Diamond Primary Class B Member and a Purchase Option Notice or Retirement Notice has been delivered pursuant to the Diamond LLC Agreement on or prior to (A) the applicable expiration of the Asset Remedy Standstill Expiration Period or (B) in the case of a Specified Equity Event, the earlier of the Special Management Replacement Date and (y) the date on which an Irrevocable Election has been made by the Topaz Majority Member and a Purchase Option Notice or Retirement Notice has been delivered pursuant to the Topaz LLC Agreement on or prior to the applicable Asset Remedy Standstill Expiration DateNotice becomes effective in accordance with Section 11.3(a), then no Liquidation Notice shall become effective to cause a Liquidating Event until the day after the Purchase Date or Retirement Date, as the case may be, specified in such notices notice (and then if, but only if, each such purchase or retirement is not consummated); provided, further, that in the case of the Diamond Class A Member Interest and the Topaz Minority Member Interest a Specified Equity Event, such Liquidation Notice shall not become effective if the Specified Equity Cure has occurred on or before the 30th day after such Specified Equity Event; provided, further, that if the Certificate Purchase Option is consummated prior to the date on which such notice becomes effective, then such notice shall be deemed to have been either purchased or retired)revoked and shall be of no further force and effect.