Partial Closings Clause Samples
The Partial Closings clause allows for portions of a transaction, such as the sale or transfer of specific assets or interests, to be completed and finalized independently of the remainder of the deal. In practice, this means that certain assets or obligations can be transferred to the buyer before the full closing of the entire transaction, often subject to meeting specific conditions or regulatory approvals. This clause is particularly useful in complex transactions where different parts of the deal may be ready to close at different times, thereby providing flexibility and ensuring that delays affecting one part do not hold up the entire transaction.
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Partial Closings. Notwithstanding any provision of this Agreement to the contrary, Buyer and Seller hereby agree as follows:
(a) Within two business days following the date of release by the FCC of a public notice of its action granting the FCC Consent, if Buyer has not completed the sale of WOFL, Buyer may, upon written notice to Seller within such two business day period, elect to postpone the Closing of the sale of the assets of the Florida Station for up to 60 days from the date of such notice, on the terms and subject to the conditions set forth in this Section 6.13 (hereinafter, the "Postponement").
(b) If within the two business day period referred to in Section 6.13(a) above, Buyer does not elect Postponement, as contemplated herein, Buyer shall have no further right to elect Postponement, this Section 6.13 shall no longer be applicable, and the other applicable provisions of this Agreement shall govern.
(c) In the event of Postponement, for such Postponement to be effective, consummation of the sale of WOFL within such 60 day period must be reasonably likely, as certified by Buyer to Seller in writing at the time of election of Postponement, such certification to contain reasonable detail specifying the basis for such certification and which certification shall be reasonably satisfactory to Seller.
(d) For purposes of this Agreement, the following terms shall apply:
Partial Closings. (a) Notwithstanding the requirements of Section 8.1, in the event that the conditions to the obligations of Buyer in Section 7.1 shall have been satisfied or waived (if and to the extent permitted by law) except that all Consents of Franchising Authorities shall not have been obtained, the transactions contemplated by this Agreement shall be consummated through two partial Closings in accordance with the terms of this Section 8.2.
(b) The first partial Closing (the "INITIAL CLOSING") shall take place at 10:00 a.m. on a date (the "INITIAL CLOSING DATE") which is the last day of a calendar month, or if such day is not a business day, then upon the business day falling closest to such last day, which date shall be no sooner than ten (10) days nor more than forty-one (41) days after the date on which Franchising Authorities shall have granted Consents with respect to Franchises covering no less than ninety percent (90%) of the Equivalent Billing Units of the Systems on such date (determined as described in Section 7.1(c)) and all other Closing conditions set forth in Section 7.1 shall have been met with respect to such Systems for which such Consents of the Franchising Authorities have been obtained, provided, however, that if in accordance with -------- ------- the foregoing the Initial Closing shall be scheduled to occur prior to December 31, 1996, either Buyer or Seller may elect to delay the Initial Closing until December 31, 1996. On the Initial Closing Date, Seller shall transfer and deliver to Buyer, and Buyer shall purchase from Seller, on the terms and conditions specified herein, the Assets used or held for use in connection with the Systems operated pursuant to Franchises which do not require Consents or with respect to which Consents have been obtained as of such date. The second partial Closing (the "SUBSEQUENT CLOSING") shall take place at 10:00 a.m. on a date (the "SUBSEQUENT CLOSING DATE") which is the last day of a calendar month, or if such day is not a business day, then upon the business day falling closest to such last day, which date shall be no sooner than ten (10) days nor more than forty-one (41) days after the date on which Franchising Authorities shall have granted Consents with respect to the Franchises which were not conveyed to Buyer at the Initial Closing. On the Subsequent Closing Date, Seller shall transfer and deliver to Buyer, and Buyer shall purchase from Seller, on the terms and conditions specified herein, the Assets used ...
Partial Closings. LEI may prior to the final closing, at its option, fund no less than $2,500,000.00 and up to $10,000,000.00 in partial closings between January 1, 2011 and April 1, 2011. Such partial closing shall include any initial and additional deposits. The interest earned by LEI for each partial closing shall be convertible to an interest in the Interests in according with Exhibit “B”.
Partial Closings. If the FCC grants its consent to the assignment of some but not all of the License(s), Seller may request and Buyer may not unreasonably refuse a Partial Closing. The date of the Partial Closing shall be referred to herein as the “Partial Closing Date.” On the Partial Closing Date, Buyer will direct that the Escrowed Funds related to the Purchased Assets, transferred in the Partial Closing, less Eight Thousand Dollars ($8,000.00) for each License in the Washington, DC and Houston, TX markets and Four Thousand Dollars ($4,000.00) for each License in the Dallas, TX and San Francisco, CA markets (“Per License Valuation”) and Schedule A Assets related to such Licenses as to which FCC consent has not yet been granted (each an “Unassigned License”), be released to the Seller (“Partial Closing Payment”). Notwithstanding any Partial Closing, this Agreement shall remain in full force and effect until: (i) all the License(s) are assigned by Seller to Buyer; (ii) all the Purchased Assets are conveyed by Seller to Buyer; (iii) the full amount of the Purchase Price is released from the Escrowed Funds to the Seller, subject to Section 2.06(c) below; (iv) this Agreement is otherwise terminated as provided in Article VIII hereof; or as described in Article 2.06(c).
Partial Closings is hereby deleted in its entirety and the following Section 6.13 in its entirety is substituted in its place:
Partial Closings