Liquidation Inventory definition

Liquidation Inventory means the Licensed Products sold by Licensor to Licensee pursuant to this Agreement, as described in Exhibit B hereto under the heading “Liquidation Inventory.”
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Liquidation Inventory means all Inventory identified on the attached Schedule D-1 which are (i) not a product sold by Buyer in the ordinary course of its business, (ii) not sold by a vendor with whom Buyer deals in the ordinary course of its business or (iii) not able to be re-labeled by Buyer and sold through the LA Stores in the ordinary course of Buyer's business.
Sample 1
Liquidation Inventory shall consist of all First Allocation Date Warehouse Inventory that is not Buyer-Allocated Warehouse Inventory (including, for purposes of clarification, (A) damaged, obsolete, out of season, or discontinued inventory, (B) all inventory other than Go-Forward Inventory that is scheduled for delivery following the Closing Date and (C) inventory sold by the Buyer to the Seller pursuant to Section 6.3(b)).
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Examples of Liquidation Inventory in a sentence

  • For any Other Retail Inventory and Liquidation Inventory which is reclassified by Licensee as Non-Saleable Inventory, the corresponding Inventory Purchase Price shall be reduced to $0 and such Inventory shall either be destroyed by Licensee or returned to Licensor at Licensor’s request and sole expense.

  • Licensor shall bear all risk of loss or damage to the Other Retail Inventory, the Liquidation Inventory and the Walmart Inventory until delivered into possession, custody or control of Licensee at Licensee’s Warehouse or such other mutually agreeable location.

  • Notwithstanding, Licensor’s sole remedy for any such loss is limited to the Inventory Purchase Price for the Other Retail Inventory and Liquidation Inventory and the payments that would otherwise be due upon the sale of the Walmart Inventory due under Section 2.2.3 and nothing else.

  • Licensee shall maintain an adequate record of the Other Retail Inventory, Liquidation Inventory and Walmart Inventory, including Inventory categorizations, the corresponding Inventory Purchase Price, quantities of Inventory on hand, quarterly Inventory reconciliations, and sales, transfers or other movements or transactions in Inventory.

  • Upon delivery of the Other Retail Inventory, the Liquidation Inventory and the Walmart Inventory to Licensee’s Warehouse or such other mutually agreeable location, Licensee shall enter such Inventory into Licensee’s inventory management system and provide Licensor with such information as Licensor may reasonably request regarding such Inventory while in Licensee’s possession.

  • Within 15 business days of delivery of the Other Retail Inventory, the Liquidation Inventory and the Walmart Inventory to the Licensee’s Warehouse or such other mutually agreeable location, Licensee shall inspect and conduct a physical inventory of the Other Retail Inventory, the Liquidation Inventory and the Walmart Inventory delivered to Licensee’s Warehouse or such other mutually agreeable location.

  • In accordance with the terms and conditions set forth herein, Licensee shall distribute and sell the Other Retail Inventory through Licensee’s distribution and retail partners, distribute and sell the Walmart Inventory to Wal-mart Stores, Inc., and liquidate the Liquidation Inventory.

  • Sales of the Other Retail Inventory, the Liquidation Inventory and the Walmart Inventory by Licensee shall be generally made from the oldest applicable Inventory on hand in a manner consistent with Licensee’s sales practices.

  • The Parties acknowledge and understand that the categorization of Inventory as Other Retail Inventory, Liquidation Inventory and Walmart Inventory, quantities of such Inventory and determination of the corresponding Inventory Purchase Price, as currently set forth in Exhibit B, is subject to adjustment upon mutual agreement of the Parties.

  • In addition to the foregoing, Agent shall have the right to have the Borrowers’ Inventory reappraised by a qualified appraisal company selected by Agent from time to time after the Closing Date for the purpose of re-determining the Net Orderly Liquidation Inventory Value of Borrowers’ Inventory and, as a result, re-determining the Borrowing Base.


More Definitions of Liquidation Inventory

Liquidation Inventory has the meaning set forth in Section 2.2(f).
Sample 1

Related to Liquidation Inventory

  • Inventory is all “inventory” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation such inventory as is temporarily out of Borrower’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above.

  • Transferred Inventory has the meaning set forth in Section 2.2(a)(iii).

  • Excess Inventory means all Inventory and Special Inventory possessed or owned by Flextronics that is not required for consumption to satisfy the next [***] of demand for Products under the then-current purchase order(s) and forecast.

  • Eligible Inventory means inventory of finished goods in the Borrower's possession (i) that is held for use or sale in the ordinary course of the Borrower's business, (ii) which is physically located in the continental United States on premises owned by the Borrower (or, if such premises are owned by a third Person, such Person has waived or subordinated any landlord's lien it may have in a form satisfactory to the Bank and its counsel), (iii) for which the Borrower has not received a prepayment, (iv) which has not been returned to the Borrower by any purchaser thereof, (v) which is of a kind normally and customarily sold by the Borrower and which is not, because of age, unmerchantability, obsolescence or any other condition or circumstance, materially impaired in condition, value, or marketability in the good faith opinion of the Borrower, (vi) which is not subject to any assignment, security interest, lien, claim, or encumbrance of any kind other than the lien and security interest of the Collateral Agent, (vii) which meets all standards imposed by any Governmental Authority having regulatory authority over such inventory, its use and/or sale, (viii) which has not been consigned to any Person, (ix) which does not bear, incorporate or is otherwise subject to any trademark, patent or copyright which is not owned by the Borrower, unless such trademark, patent or copyright is licensed to the Borrower on terms and conditions satisfactory to the Bank, (x) for which no warehouse receipt has been issued with respect thereto, and (xi) which is not otherwise unacceptable to the Bank, in its reasonable discretion. The value of the inventory will be valued at the lower of cost or market on a first-in, first-out basis as determined in accordance with GAAP applied on a consistent basis.

  • Product Inventory means all inventory owned as of the Closing by Seller of finished Compound or Product or works in progress or materials used in the manufacture of finished Product, whether held at a location or facility of Seller (or of any other Person on behalf of Seller, including in any of Seller’s warehouses, blenders, toll manufacturers, suppliers, distributors or consignees) or in transit to or from Seller (or any such other Person), including active pharmaceutical ingredient; provided that such Product is listed by Seller in Section 6.09 of the Seller Disclosure Schedule.

  • Eligible Finished Goods Inventory means Eligible Inventory consisting of finished goods available for sale (as determined in a manner acceptable to the Administrative Agent in its Permitted Discretion and consistent with past practices).

  • Excluded Inventory shall have the meaning set forth in Section 2.1(c).

  • Inventory Formula Amount means the lesser of (i) 65% of the Value of Eligible Inventory; or (ii) 85% of the NOLV Percentage of the Value of Eligible Inventory.

  • Consigned Inventory means Inventory of any Borrower that is in the possession of another Person on a consignment, sale or return, or other basis that does not constitute a final sale and acceptance of such Inventory.

  • Obsolete Inventory means items that have expired, are redundant or

  • Inventories means “Inventories” as defined in the Uniform System of Accounts, such as, but not limited to, provisions in storerooms, refrigerators, pantries and kitchens; beverages in wine cellars and bars; other merchandise intended for sale; fuel; mechanical supplies; stationery; and other expensed supplies and similar items.

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

  • 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.

  • Net Orderly Liquidation Value means, with respect to Inventory or intangibles 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.

  • Excess Liquidation Proceeds With respect to any Distribution Date, the excess, if any, of aggregate Liquidation Proceeds received during the Prior Period over the amount that would have been received if Payoffs had been made with respect to such Mortgage Loans on the date such Liquidation Proceeds were received.

  • Eligible In-Transit Inventory means, as of any date of determination thereof, without duplication of other Eligible Inventory, In-Transit Inventory:

  • Liquidation Profits As to any Distribution Date and any Mortgage Loan that became a Liquidated Loan during the Applicable Unscheduled Principal Receipt Period with respect to Full Unscheduled Principal Receipts for such Distribution Date, the excess, if any, of (i) Net Liquidation Proceeds in respect of such Liquidated Loan over (ii) the unpaid principal balance of such Liquidated Loan plus accrued interest thereon in accordance with the amortization schedule at the time applicable thereto at the applicable Net Mortgage Interest Rate from the Due Date to which interest was last paid with respect thereto through the last day of the month preceding the month in which such Distribution Date occurs.

  • In-Transit Inventory means Inventory of a Borrower which is in the possession of a common carrier and is in transit from a Foreign Vendor of a Borrower from a location outside of the continental United States to a location of a Borrower that is within the continental United States.

  • Inventory Appraisal means (a) on the Closing Date, the appraisal prepared by Great American Group dated June 2007 and (b) thereafter, the most recent inventory appraisal conducted by an independent appraisal firm pursuant to Section 9.2(b).

  • Eligible Equipment is (a) general purpose computer equipment, office equipment, test and laboratory equipment, furnishings, subject to the limitations set forth herein, and (b) Other Equipment that complies with all of Borrower's representations and warranties to Bank and which is reasonably acceptable to Bank in all respects.

  • Inventory Value means with respect to any Inventory of a Loan Party at the time of any determination thereof, the standard cost determined on a first in first out basis and carried on the general ledger or inventory system of such Loan Party stated on a basis consistent with its current and historical accounting practices, in Dollars, determined in accordance with the standard cost method of accounting less, without duplication, (i) any markup on Inventory from an Affiliate and (ii) in the event variances under the standard cost method are expensed, a Reserve reasonably determined by the Agent as appropriate in order to adjust the standard cost of Eligible Inventory to approximate actual cost.

  • Liquidation Value means the Company's book value, as determined by the Company and approved by GGK. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. 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. 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 present, in person or by proxy, at a meeting of the Company's stockholders called for such purpose. At the time the Company seeks approval of any potential Business Combination, the Company will offer each holder of Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price ("Conversion Price") equal to the amount in the Trust Fund (inclusive of any interest income therein) calculated as of two business days prior to the consummation of the proposed Business Combination divided by the total number of IPO Shares. If holders of less than 20% in interest of the Company's IPO Shares elect to convert their IPO Shares, 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. If holders of 20% or more in interest of the IPO Shares, who vote against approval of any potential Business Combination, elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.

  • Qualified Inventory means the inventory of Borrower in which Standard Federal holds a perfected first security interest exclusive of any returned or damaged items and work-in-process.

  • 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.

  • Excess Liquidation Proceeds Account The segregated account (or the sub-account of the Distribution Account) created and maintained by the Certificate Administrator on behalf of the Trustee pursuant to Section 3.04(d) for the benefit of the Certificateholders, which shall be entitled “Xxxxx Fargo Bank, National Association [or the name of any successor Certificate Administrator], as Certificate Administrator on behalf of Wilmington Trust, National Association [or name of any successor Trustee], as Trustee, for the benefit of the registered holders of WFRBS Commercial Mortgage Trust 2014-C22, Commercial Mortgage Pass-Through Certificates, Series 2014-C22, Excess Liquidation Proceeds Account”.

  • Stored value means monetary value that is evidenced by an electronic record.