Seller Liquidation Sample Clauses

Seller Liquidation. (a) Each of Parent and Purchaser shall use its reasonable best efforts to (i) assist Seller to effect the Seller Liquidation and take all actions reasonably requested by Seller for such purpose, including by granting Seller and its Affiliates reasonable access to the Assets and providing such other assistance as Seller may reasonably request; and (ii) assist Seller to effect the Distribution as soon as practicable after the Closing and prior to the commencement of the opposition period related to the Seller Liquidation, including by undertaking to pay or discharge all outstanding debts, liabilities and claims that are Assumed Liabilities that may arise in connection with the Seller Liquidation.
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Seller Liquidation. Seller shall not liquidate all or substantially all its assets prior to the earlier of (i) Buyer and Seller agreeing upon all aspects of the Final Adjustments Report and, if any payment is due from Seller pursuant to SECTION 3.4 based on the Final Adjustments Report, the final payment owed by Seller having been received in full by Buyer or (ii) Seller paying the undisputed amount owed by Seller to Buyer following delivery of Seller's Objection Notice and depositing into the Holdback additional funds equal to the disputed amount together with an amount reasonably sufficient to pay for Seller's share of the cost of resolving the issues raised by Seller's Objection Notice (the "ADJUSTMENT DEPOSIT"), which funds shall be held in the Holdback pending resolution of issues raised by Seller's Objection Notice and the portion of the Adjustment Deposit payable to Buyer, if any, following resolution of all disputes concerning the Final Adjustment Amount shall be immediately paid to Buyer and the balance of the Adjustment Deposit, if any, immediately paid to the Seller. Without in any way extending the time periods specified in SECTION 3.4.3, Buyer agrees, upon written notice from Seller (the "LIQUIDATION NOTICE") setting forth Seller's good faith belief of a possible liquidation of Seller within fifty (50) days of Closing, to accelerate production and delivery of the Final Adjustments Report within the later of thirty (30) days following the Closing Date or ten (10) days after Seller's delivery of the Liquidation Notice, provided adequate records are available at that time to complete the Final Adjustments Report. Seller shall notify Buyer of any distribution of any assets prior to the parties agreeing upon the Final Adjustments Report that may result in Seller being unable to satisfy in a timely manner any obligations under SECTION 3.4 without recourse to the Holdback. Each party's obligations and covenants under this SECTION 3.5 shall survive Closing.
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Seller Liquidation. (a) The parties hereto understand and agree that (i) FBA may be dissolved and liquidated prior to the Closing Date (a "Seller Liquidation"), or (ii) Fortress Registered Investment Trust, a Delaware business trust ("FRIT") and Fortress Brookdale Investment Fund LLC, a Delaware limited liability company ("FBIF") may redeem their interests in Seller (a "Seller Redemption"). Upon a Seller Liquidation, the Shares will be distributed to the Selling Stockholders as the sole members of FBA and concurrently with such Seller Liquidation, each of the Selling Stockholders shall jointly agree, pursuant to a written instrument in form and substance satisfactory to Acquiror, to be bound by the provisions of this Agreement, other than the provisions of Article III hereof, as "Seller". Upon a Seller Redemption, a number of Shares shall be distributed to FRIT and FBIF or Affiliates thereof equal to their percentage membership interests in FBA immediately prior to such Seller Redemption, and concurrently therewith each of the Selling Stockholders (other than FBA) shall jointly agree, pursuant to a written instrument in form and substance satisfactory to Acquiror, to be bound by the provisions of this Agreement, other than the provisions of Article III hereof, as "Seller".
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Seller Liquidation. 49 Section 6.13. Ancillary Agreements.............................................................50 Section 6.14. Work-around Undertaking..........................................................50
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Seller Liquidation. Seller shall liquidate following the Closing within the time period permitted under applicable IRS guidance and the Parent Shares and the Ethereum shall be distributed to the Seller Stockholders pursuant to the corporate liquidation and distribution requirements in Section 368(a)(2)(G) of the Code. Seller and the Stockholders acknowledge and agree that Buyer does not represent, warrant or guarantee that the transactions contemplated by this Agreement will qualify for tax free treatment.
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Seller Liquidation. 16 6.4 Registration...................................................................................16 6.5 "Market Stand-Off" Agreement...................................................................16
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Seller Liquidation. As soon as reasonably practical after the Closing, Seller will initiate the process of corporate dissolution and will distribute the Buyer's Common Shares, to its stockholders on a pro rata basis.
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Seller Liquidation. 5.08(a) The Seller Shareholders will be asked at the Seller EGM to: (i) authorize and approve the Seller Liquidation, the Liquidation Distribution and the payment of the Option Cancellation Amounts to holders of Seller Options conditional on the occurrence of the Closing, (ii) appoint one or more Persons to act as liquidator (the Liquidator) following Closing to administer the Seller Liquidation and (iii) fix the remuneration of the Liquidator. As used herein, the term Liquidation Distribution means an amount equal to the sum of (i) the Purchase Price, together with any interest accrued thereon, plus (ii) any Options Exercise Proceeds, plus (iii) any Hedge Gains or Losses retained by Seller under Section 5.11(e), plus (iv) any amount retained by Seller under Section 5.09 for application to the Liquidation Distribution, less the aggregate amount of the Option Cancellation Amounts payable to holders of Seller Options.
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Related to Seller Liquidation

  • Dissolution or Liquidation To the extent not previously exercised or settled, Options, SARs and Stock Units shall terminate immediately prior to the dissolution or liquidation of the Company.

  • Dissolution, Liquidation (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or (ii) any other event or circumstance giving rise to the dissolution of the Company under Section 18-801 of the Act, unless the Company’s existence is continued pursuant to the Act.

  • Cash Liquidation 7 Certificate...................................................................7

  • Orderly Liquidation A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to enable the Members to minimize the losses normally attendant upon a liquidation.

  • No Liquidation Seller will not, without the prior written consent of Buyer, liquidate, wind up its affairs or otherwise terminate its existence or enter into or consummate any transaction that would result in Seller being owned, directly or indirectly, by any Person other than the Members (a “Seller Liquidation”) on or prior to the three (3)-year anniversary of the date hereof. Upon the occurrence of any such Seller Liquidation, the Members will assume all rights, obligations and liabilities of Seller hereunder.

  • Winding Up and Liquidation (a) Upon the dissolution of the Company, its affairs shall be wound up as soon as practicable thereafter by the Member. Except as otherwise provided in subsection (c) of this Section 6.2, in winding up the Company and liquidating the assets thereof, the Managers, or other person so designated for such purpose, may arrange for the collection and disbursement to the Member of any future receipts from the Company property or other sums to which the Company may be entitled, or may sell the Company’s interest in the Company property to any person, including persons related to the Member, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof.

  • Dissolution Liquidation and Winding Up In the event of any voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation (hereinafter referred to as a "Liquidation"), the holders of Participating Preferred Stock shall be entitled to receive the greater of (i) $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment and (ii) the aggregate amount per share equal to 1,000 times the aggregate amount to be distributed per share to holders of Common Stock (the "Participating Preferred Liquidation Preference"). In the event the Corporation shall at any time after the First Issuance declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Participating Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

  • Time for Liquidation A reasonable amount of time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the Liquidation Agent to minimize the losses attendant upon such liquidation.

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