Common use of Partial Closing Clause in Contracts

Partial Closing. In the event that the parties do not receive all of the Governmental Approvals required to transfer all of the Customer Access Lines originally contemplated to be transferred pursuant to this Agreement, Buyer shall deliver to Sellers a schedule listing the Customer Access Lines with respect to which the necessary Governmental Approvals have been received (the “Partial Closing Schedule”). Within two (2) business days of receipt of such Partial Closing Schedule from Buyer, Sellers shall provide any objection to Buyer in writing and shall provide written evidence of any such Governmental Approval that has been obtained with respect to any Customer Access Line Sellers believe should be included on the Partial Closing Schedule. The parties agree to use commercially reasonable efforts to resolve any dispute that may arise with respect to the Customer Access Lines to be included on the Partial Closing Schedule. Upon final determination of the Partial Closing Schedule, Buyer and Sellers shall proceed to a closing with respect to those Customer Access Lines included on the Partial Closing Schedule. In the event of a partial closing pursuant to this Section 3.5, Buyer shall only accept and purchase from Sellers and Sellers shall only sell and transfer to Buyer those Customer Access Lines with respect to which all required Governmental Approvals have been received and which are set forth on the Partial Closing Schedule. Buyer and Sellers agree, for a reasonable period following any partial closing, to use commercially reasonable efforts (i) to obtain the necessary Governmental Approvals required to transfer those Customer Access Line not transferred as part of such partial closing and (ii) to effect such transfer of the remaining Customer Access Lines upon receipt of such Governmental Approval.

Partial Closing. In the event that as of (the anticipated closing dates set forth in Section 3.1) the parties do have received some but not receive all of the Governmental Approvals required to transfer all of the Customer Access Lines originally contemplated to be transferred pursuant to this Agreement, Buyer and Seller may mutually agree to proceed with a closing of the transfer of some but not all of the Customer Access Lines covered by this Agreement. In the event the parties agree to proceed with such a partial closing, the parties shall deliver agree to Sellers a schedule listing the Customer Access Lines with respect to which the necessary Governmental Approvals have been received (the “Partial Closing Schedule”). Within two (2) business days of receipt of such Partial Closing Schedule from Buyer, Sellers shall provide any objection to Buyer in writing and shall provide written evidence of any such Governmental Approval that has been obtained with respect to any Customer Access Line Sellers believe should be included on the Partial Closing Schedule. The parties agree to use commercially reasonable efforts to resolve any dispute that may arise with respect to the Customer Access Lines to be included on the Partial Closing Schedule. Upon final determination of the Partial Closing Schedule, Buyer and Sellers Seller shall proceed to a closing with respect to those Customer Access Lines included on the Partial Closing Schedule. In the event of a partial closing pursuant to this Section 3.5, Buyer shall only accept and purchase from Sellers Seller and Sellers Seller shall only sell and transfer to Buyer those Customer Access Lines with respect to which all required Governmental Approvals have been received as of the Closing Date of such partial closing and which are set forth on the Partial Closing Schedule. Buyer and Sellers Seller agree, for a reasonable period following any partial closing, to use commercially reasonable efforts (i) to obtain the necessary Governmental Approvals required to transfer those Customer Access Line Lines not transferred as part of such partial closing and (ii) to effect such transfer of the remaining Customer Access Lines upon receipt of such Governmental Approval.