Separate Closings Sample Clauses

Separate Closings. For the avoidance of doubt, it is the intention of the Parties that, notwithstanding any provision hereof to the contrary, provided that the conditions to the obligations of both Parties to effect the transactions contemplated by this Agreement are satisfied or waived with respect to all of the Purchased Assets at any Jointly Owned Station, Seller shall sell, assign, convey, transfer and deliver such Purchased Assets to Buyer, Buyer shall purchase, assume and acquire such Purchased Assets, and Buyer shall assume and agree to pay, perform or otherwise discharge when due the Assumed Liabilities relating to such Purchased Assets, all in the manner contemplated by Articles II and III. 40 ______________________________________________________________________________
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Separate Closings. Notwithstanding any provision of this Agreement to the contrary, if, on or prior to the date that would otherwise be the Second Closing Date pursuant to Section 8.1(b), the conditions precedent to the completion of the Second Closing set forth in Sections 7.3 and 7.4 above have been satisfied with respect to less than all of the Stations, the parties shall nevertheless complete the Second Closing in accordance with the terms hereof with respect to the Station or Stations for which such conditions have been satisfied on such date as is determined pursuant to Section 8.1(b). The parties shall thereafter complete the Second Closing for the remaining Station or Stations at such time as the conditions set forth in Sections 7.3 and 7.4 above have been satisfied with respect to such Station or Stations on such date as is determined pursuant to Section 8.1(b). For the purpose of this Section 7.5, the Second Closing Purchase Price shall be divided among the Stations as follows: WDPX(TV) - $4,000,000; WPXG(TV) - $2,000,000 and WPXU(TV) - $2,000,000.
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Separate Closings. In the event that the Company cannot obtain the consents necessary for it to purchase the Common Stock on the Closing Date, the Closing with respect to the Series B Preferred Stock and the Subordinated Notes shall not be effected thereby and shall occur regardless of such event. The Company shall remain obligated following the Closing Date to obtain the consents required and shall be obligated to purchase the Common Stock as soon as possible after such consents are received thereafter.
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Separate Closings. 29 Section 8. Closings And Closing Deliveries...............................................................30 8.1 Closings......................................................................................30 8.2 Deliveries by Sellers at the First Closing....................................................30 8.3 Deliveries by Buyers at the First Closing.....................................................31 8.4 Deliveries by Sellers at the Second Closing...................................................31 8.5 Deliveries by Buyers at the Second Closing....................................................32 Section 9. Termination...................................................................................32
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Separate Closings. 29 SECTION 8.
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Separate Closings. The parties intend to conduct a separate closing on the applicable Scheduled Closing Date for each of the Phase I Property and the Phase IB Property. For the sake of clarity: (i) references in this Agreement to Closing, Closing Date, Scheduled Closing Date, and Transactions shall be deemed to mean the applicable event with respect to each of the Phase I Property or Phase IB Property and the transaction related thereto and unless the context required a different interpretation, this Agreement shall be construed as if it is separately applied to each of the Phase I Property and the Phase I B Property; (ii) without limiting the generality of the foregoing, the provisions of Section 4.2.2 and 4.2.3 of this Agreement shall only be applicable to the Phase I Property from and after the closing of the Phase I Property and to the Phase IB Property from and after the Closing of the Phase IB Property; (iii) if the Closing of the Phase I Property occurs, then any rights to terminate this Agreement shall only apply to the remaining rights and obligations with respect to the Phase IB Property; (iv) in the event this Agreement is terminated prior to the Closing of the Phase I Property, then any such termination shall be applicable to both the Phase I Property and the Phase I B Property; (v) if the Closing of the Phase I Property occurs, thereafter any termination with respect to the Phase IB Property shall not affect any rights or obligations as to the Phase I Property, all of which shall continue in full force and effect .
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Separate Closings. Section 2.2 of the P&S Agreement is hereby deleted in its entirety and, subject to the provisions of Section 11 of this Fourth Amendment, replaced with the following;
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Related to Separate Closings

  • The Closings 3 4.1. Initial Closing Date................................................................................3 4.2. Initial Closing Date; Property Closing Dates; Acquisition Advances; Construction Advances...........3

  • Closings On each Advance Date, which shall be seven (7) Trading Days after an Advance Notice Date, (i) the Company shall deliver to the Investor's Counsel, as defined pursuant to the Escrow Agreement, shares of the Company's Common Stock, representing the amount of the Advance by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and (ii) the Investor shall deliver to First Union National Bank (the "ESCROW AGENT") the amount of the Advance specified in the Advance Notice by wire transfer of immediately available funds which shall be delivered to the Company, or otherwise in accordance with the Escrow Agreement. In addition, on or prior to the Advance Date, each of the Company and the Investor shall deliver to the other through the Investor's Counsel all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company's Common Stock to the Investor shall occur in accordance with the conditions set forth above and those contained in the Escrow Agreement; PROVIDED, HOWEVER, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor or its Investor's counsel in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) from the amount of the Advance with no reduction in the amount of shares of the Company's Common Stock to be delivered on such Advance Date.

  • Pre-Closing Promptly upon the execution of this Agreement, Seller shall notify the Manufacturer regarding the transactions contemplated by this Agreement. Buyer (or its affiliate) shall promptly apply to the Manufacturer for the issuance of a contractual right to operate an automobile dealership upon the Premises. The Parties shall use commercially reasonable best efforts to obtain Manufacturer approval as soon as possible. Seller shall promptly provide the requisite information, documents and access necessary to prepare for Closing and ensure a seamless operational transfer of the Assets. Effective as of the Closing, Seller shall terminate its Dealer Sales and Service Agreements with the Manufacturer relative to the Dealership location and execute and deliver all of the Manufacturer’s customary documents and promptly remove Manufacturer’s intellectual property from all publicly visible Excluded Assets in every form and medium (i.e., retained internet sites, signs, etc.). Seller shall fully cooperate with Buyer, and take all reasonable steps to assist Buyer, in Buyer’s efforts to obtain its own similar Dealer Sales and Service Agreements with the Manufacturer. All actions to be taken at the Closing pursuant to this Agreement will be deemed to have occurred simultaneously, and no action, document or transaction will be deemed to have been taken, delivered or effected, until all such actions, documents and transactions have been taken, delivered or effected. Promptly after the Closing, Seller shall transfer to Buyer certificates of title or origin for all vehicles and all of its registration lists, owner follow-up lists and service files on hand as of the Closing, provided that such lists and files relate to the Assets. If Seller presents assets for purchase post-Closing that would have otherwise been Assets, then such assets may be purchased at a mutually agreed to price or otherwise retained by Seller. Buyer is not required to submit an offer. This does not apply to in-transit vehicles from the Manufacturer. Buyer shall retain and safeguard the pre-Closing customer paper deal jackets retained by Buyer in accordance with law, and, until Buyer destroys such records in accordance with company policy in effect from time to time, Seller shall have reasonable access to Seller’s pre-Closing customer records (e.g., paper deal jackets) and any records related to Assigned Contracts after the Closing for any legitimate purpose, such as (by way of example and not by limitation) for resolving customer inquiries.

  • Simultaneous Closings 35 Section 9.9

  • First Closing The First Closing shall have occurred.

  • Company Closing Deliveries At the Closing, the Company shall deliver, or cause to be delivered, to the Purchaser the following:

  • Pre-Closing Deliveries (i) At least ten Business Days prior to the Closing, the Seller will furnish to the Buyer a certificate (the “Estimated Purchase Price Certificate”) setting forth (i) a good faith estimate of the Closing Net Working Capital; (ii) the Estimated Indebtedness (including Paid Indebtedness); (iii) the estimated Seller’s Expenses that remain unpaid as of the Closing; (iv) a good faith estimate of the Company Cash; and (v) a reasonably detailed calculation of the Purchase Price using the Company’s good faith calculation of the foregoing estimates and other amounts (the “Estimated Purchase Price”). The Estimated Purchase Price Certificate will be prepared in accordance with the Calculation Principles, and will not include any changes in assets or liabilities as a result of purchase accounting adjustments arising from, or resulting as a consequence of, the Transactions. The Seller shall (x) provide supporting documentation as may be reasonably requested by the Buyer in order to allow it to review the calculations set forth in the Estimated Purchase Price Certificate, and (y) make appropriate revisions to the Estimated Purchase Price Certificate as are mutually agreed upon by the Seller and the Buyer acting in good faith; provided that if the parties cannot mutually agree upon any proposed revisions to the Estimated Purchase Price Certificate, then, the parties shall use estimates set forth in the Estimated Purchase Price Certificate as prepared by the Seller for Closing, and the Buyer may thereafter seek adjustments pursuant to the remaining provisions of this Section 1.8; and

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • Initial Closing The closing of the purchase and sale of Initial Units shall take place simultaneously with the closing of the IPO (the “Initial Closing Date”). The closing of such Units shall take place at the offices of Ellenoff Xxxxxxxx & Schole LLP, 1345 Avenue of the Americas, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

  • The Closing Transactions Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date:

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