Authorized Liquidation Sale definition

Authorized Liquidation Sale means, with respect to any Store Location, any sale that otherwise qualifies as a GOB Sale, but with respect to which all of the following apply: (i) including the GOB Sale at such Store Location, no more than [***] percent ([***]%) of Retailer’s Store Locations have conducted GOB Sales during the [***] period prior to the commencement of such GOB Sale, (ii) such GOB Sale is conducted by Retailer’s employees and does not involve the use of any outside Liquidator (other than in an advisory or administrative capacity), and (iii) such GOB Sale only involves the sale of Retailer’s goods (including goods from other Store Locations) and does not include any goods supplied (or sold to Retailer) by an aggregator, Liquidator or a similar entity. For the avoidance of doubt, if more than [***] percent ([***]%) of Retailer’s Store Locations have conducted GOB Sales during any [***] period, no GOB Sale from and after the date such threshold is crossed shall be deemed an Authorized Liquidation Sale (including such sales that are in process) and Bank shall have all rights available to it with respect to such GOB Sales under this Agreement. Notwithstanding the foregoing, (i) the parties may mutually agree in writing in advance of any proposed GOB Sale to increase the number of GOB Sales that will qualify as Authorized Liquidation Sales during any [***] period, which agreement shall not be unreasonably withheld or delayed, and (ii) if a Store Location is being closed for the purpose of being relocated within [***] miles from the closed location within [***] following such closing, such closing and GOB Sale shall not be included as a GOB Sale for purposes of determining the number of permitted GOB Sales in this definition, and notice of which shall be included in the notice of the closure of such location pursuant to Schedule 7.19.
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Examples of Authorized Liquidation Sale in a sentence

  • Any GOB Sale by Retailer, including any Authorized Liquidation Sale, whether or not approved by any court, shall comply with all federal, state and local laws and regulations concerning such sales.

  • For the avoidance of doubt, actions by a Liquidator in consulting with, or overseeing a GOB Sale which is an Authorized Liquidation Sale, and actions by a Liquidator in fulfilling such role shall not violate this provision.

  • Without limiting the foregoing, if Retailer conducts a GOB Sale which is not an Authorized Liquidation Sale at any Store Location, as of the initiation of such GOB Sale, Bank shall have the rights set forth in clauses (i), (ii), (iii) and (iv) above with respect to such Store Location, or if such GOB Sale is an Authorized Liquidation Sale, the rights set forth in clause (i) above.