Net Orderly Liquidation definition

Net Orderly Liquidation. Value shall mean, at any time, the aggregate value of the Company’s Inventory at such time in an orderly liquidation, taking into account all costs, fees and expenses estimated to be incurred by CIT in connection with such liquidation, based upon the most recent appraisal of the Company’s Inventory conducted by an appraiser selected by CIT. Obligations shall mean: (a) all loans, advances and other extensions of credit made by CIT to the Company or to others for the Company’s account (including, without limitation, all Revolving Loans and all obligations of CIT under Letter of Credit Guaranties); (b) any and all other indebtedness, obligations and liabilities which may be owed by the Company or any Guarantor to CIT and arising out of, or incurred in connection with, this Financing Agreement or any of the other Loan Documents (including all Out-of-Pocket Expenses), whether (i) now in existence or incurred by the Company or any Guarantor from time to time hereafter, (ii) secured by pledge, lien upon or security interest in any of the Company’s or any Guarantor’s assets or property or the assets or property of any other person, firm, entity or corporation, (iii) such indebtedness is absolute or contingent, joint or several, matured or unmatured, direct or indirect, or (iv) the Company is liable to CIT for such indebtedness as principal, surety, endorser, guarantor or otherwise; (c) all indebtedness, obligations and liabilities owed by the Company or any Guarantor to CIT under any other agreement or arrangement now or hereafter entered into between the Company, on the one hand, and CIT, on the other hand, whether or not such agreement or arrangement relates to the transactions contemplated by this Financing Agreement; (d) indebtedness, obligations and liabilities incurred by, or imposed on, CIT as a result of environmental claims relating to the Company’s or any Guarantor’s operations, premises or waste disposal practices or disposal sites; (e) the Company’s or any Guarantor’s liabilities to CIT as maker or endorser on any promissory note or other instrument for the payment of money; and (f) the Company’s or any Guarantor’s liabilities to CIT under any instrument of guaranty or indemnity, or arising under any guaranty, endorsement or undertaking which CIT may make or issue to others for the Company’s account, including any accommodations extended by CIT with respect to applications for Letters of Credit, CIT’s acceptance of drafts or CIT’s endorsement of notes ...

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Net Orderly Liquidation. Value shall mean the value of the Inventory as determined by independent appraisers acceptable to the Lender determined on an orderly liquidation basis net of all liquidation expenses as estimated by such appraiser.

Net Orderly Liquidation. Value shall mean, at any time, the ratio, expressed as a percentage, of the orderly liquidation value of the Companies’ Domestic Inventory at such time to the total value of the Companies’ Domestic Inventory at such time, taking into account all costs, fees and expenses estimated to be incurred by the Agent and the Lenders in connection with such liquidation, based upon the most recent appraisal of the Companies’ Domestic Inventory conducted by an appraiser selected by the Agent after consultation with the Companies. Net Proceeds shall mean the gross cash proceeds (including cash equivalents (when received) by way of deferred or non-cash payment) received by the Companies from any of the following:

Examples of Net Orderly Liquidation in a sentence

With respect to each appraisal made pursuant to this Section 5.07(3) after the Closing Date, (i) the Administrative Agent and the Loan Parties will each be given a reasonable amount of time to review and comment on a draft form of the appraisal prior to its finalization and (ii) any adjustments to the Net Orderly Liquidation Value or the Borrowing Base hereunder as a result of such appraisal shall be reflected in the Borrowing Base Certificate delivered immediately succeeding such appraisal.
Notwithstanding anything herein to the contrary, Reserves shall not duplicate eligibility criteria contained in the definition of “Eligible Inventory” and vice versa, or reserves or criteria deducted in computing the cost or market value of Eligible Inventory or the Net Orderly Liquidation Value of Eligible Inventory and vice versa.
In addition to the foregoing, the Administrative Agent shall have the right to have the Borrower’s and each Wholly-Owned Subsidiary Guarantor’s Inventory reappraised by a qualified appraisal company selected by the Administrative Agent in accordance with Section 9.01(o) after the Initial Borrowing Date for the purpose of re-determining the Net Orderly Liquidation Value of the Eligible Inventory, and, as a result, re-determining the Borrowing Base.
Notwithstanding anything herein to the contrary, Availability Reserves shall not duplicate eligibility criteria contained in the definition of “Eligible Accounts” or “Eligible Inventory” and vice versa, or reserves or criteria deducted in computing the net book value of Eligible Inventory or the Net Orderly Liquidation Value of Eligible Inventory and vice versa.
In the event the FILO Agent conducts any such Acceptable Inventory Appraisals pursuant to the terms hereof, the Administrative Agent and the Borrowers shall promptly (but in any event within two (2) Business Days of receipt of the results of such appraisal from the FILO Agent) implement the Net Orderly Liquidation Value set forth in such appraisal to the calculation of the Revolving Borrowing Base and the FILO Borrowing Base.
With respect to each appraisal made pursuant to this Section 5.07 after the Closing Date, (i) the Administrative Agent and the Loan Parties shall each be given a reasonable amount of time to review and comment on a draft form of the appraisal prior to its finalization and (ii) any adjustments to the Net Orderly Liquidation Value or the Borrowing Base hereunder as a result of such appraisal shall become effective 20 days following the finalization of such appraisal.
In addition to the foregoing, the Administrative Agent and the Canadian Agent shall have the right, subject to subsection 7.6, to have the Loan Parties’ Inventory reappraised by a qualified appraisal company selected by the Administrative Agent or the Canadian Agent from time to time after the Closing Date for the purpose of redetermining the Net Orderly Liquidation Value of the Eligible Inventory and, as a result, redetermining the U.S. Borrowing Base or the Canadian Borrowing Base.
Notwithstanding anything herein to the contrary, Canadian Reserves shall not duplicate eligibility criteria contained in the definition of “Eligible Canadian Receivable” or “Eligible Canadian Inventory” and vice versa, or reserves or criteria deducted in computing the cost or market value or Value of any Eligible Canadian Receivable, any Eligible Canadian Inventory or the Net Orderly Liquidation Value of any Eligible Canadian Inventory and vice versa.
Notwithstanding anything herein to the contrary, Reserves shall not duplicate eligibility criteria contained in the definition of “Eligible Credit Card Receivable,” “Eligible Receivable,” “Eligible In-Transit Inventory,” “Eligible Letter of Credit Inventory” or “Eligible Inventory” and vice versa, or reserves or criteria deducted in computing the cost or market value or Value of any Eligible Inventory or Eligible Receivable or the Net Orderly Liquidation Value of any Eligible Inventory and vice versa.
With respect to each appraisal made pursuant to this Section 5.07(3) after the Closing Date, (i) the Administrative Agent and the Loan Parties will each be given a reasonable amount of time to review and comment on a draft form of the appraisal prior to its finalization and (ii) any adjustments to the Net Orderly Liquidation Value or any Borrowing Base hereunder as a result of such appraisal shall be reflected in the Borrowing Base Certificate delivered immediately succeeding such appraisal.

More Definitions of Net Orderly Liquidation

Net Orderly Liquidation. Value” 16

Net Orderly Liquidation. Value - with respect to any Inventory means, as determined by an appraisal conducted by Hilco Appraisal and Valuation Services, LLC or such other appraisal company of similar qualifications and standing acceptable to Agent (and Required Lenders if other than Hilco), an expected net percentage of cost to be realized, after expenses, at an orderly negotiated sale of such Inventory held within a reasonable period of time as of the date of such opinion. Net Orderly Liquidation Value Appraisal - an appraisal, in form and substance satisfactory to Agent, conducted by Hilco Appraisal and Valuation Services, LLC or such other appraisal company of similar qualifications and standing acceptable to Agent (and Required Lenders if other than Hilco) pursuant to which such appraisal company determines the Net Orderly Liquidation Value of Inventory. Net Proceeds -with respect to a disposition of any Collateral, proceeds (including cash receivable (when received) by way of deferred payment) received by Borrower from the sale, lease, transfer or other disposition of any Property, including insurance proceeds and awards of compensation received with respect to the destruction or condemnation of all or part of such Property, net of: (i) the reasonable and customary costs of such sale, lease, transfer or other disposition (including legal fees and sales commissions); (ii) amounts applied to repayment of Debt (other than the Obligations) secured by a Permitted Lien on the Collateral disposed of that is senior to Agent's Liens with respect to such Collateral; and (iii) income taxes attributable to such disposition if consented to by the Required Lenders in writing. NOLV Percentages - with respect to Eligible Inventory, the inventory percentages referenced on Exhibit J attached hereto, which percentages may be revised from time to time in Agent's reasonable credit judgment based upon Agent's receipt and review of the most recent Orderly Liquidation Value Appraisal, subject to Agent's and Required Lenders' approval of any increase in such percentages. Notes - each Revolver Note, each Term Note and any other promissory note executed by Borrower at Agent's request to evidence any of the Obligations.

Net Orderly Liquidation. Value shall mean, on any date of determination, with regard to any Inventory, the net proceeds that could be expected from an orderly liquidation sale of such Inventory, after all expenses, professionally managed, with the seller obligated to sell over a defined period not to exceed one hundred twenty (120) days from the commencement of such sale, assuming that (a) the Borrowers’ facilities are in limited operation, utilizing select current employees of the Borrowers, for the purpose of liquidating the Inventory, (b) the Inventory would be disposed of on a piecemeal basis or through appropriate groupings, under a scenario whereby the purchasers are buying “as is, where is” for cash or cash equivalent, (c) the terms are sold on a Free On Board (“FOB”) warehouse basis, and (d) taking into consideration current economic trends, condition, location and marketability. Non-Qualifying Party shall mean any Borrower or any Guarantor that on the applicable Eligibility Date fails for any reason to qualify as an Eligible Contract Participant.

Net Orderly Liquidation. VALUE shall mean, at any time, the aggregate value of the Companies' Inventory at such time in an orderly liquidation, taking into account all costs, fees and expenses estimated to be incurred by the Agent and the Lenders in connection with such liquidation, based upon the most recent appraisal of the Companies' Inventory conducted by an appraiser selected by the Agent. NET WORTH shall mean, at any date of determination, an amount equal to (a) Total Assets minus (b) Total Liabilities, and shall be determined in accordance with GAAP, on a consistent basis with the latest audited financial statements of the Companies and their consolidated affiliates.

Net Orderly Liquidation. Value shall mean, at any time, the aggregate Gross Metal Value of the Inventory in question less all marketing, treating and refining costs and other limiting conditions as estimated by the Collateral Consultant to be incurred by the Agent and the Lenders in connection with an orderly liquidation thereof.