Separate Closings Sample Clauses

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. 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. 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. 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. 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. 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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Separate Closings. 29 SECTION 8.
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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.

  • First Closing The First Closing shall have occurred.

  • 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.

  • School Closings In the event of any school closing, employees will report for duty only if so requested by an appropriate supervisor. Employees requested to report for duty will be compensated by receiving an alternative day off agreed upon with their supervisor. Employees not requested to report would be paid for up to five (5) days of school closing or such days will be made up if all other employees are required to make up such days.

  • 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.

  • Subsequent Closings Subject to the satisfaction (or waiver by the Agent in its sole discretion) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), each applicable Lender hereby promises to purchase from the Borrower an aggregate principal amount of additional Notes not to exceed, when aggregated with the principal amount of Notes acquired by such Lender prior to such Subsequent Closing (including, without limitation, at the Closing), such Lender’s Commitment. Subject to the satisfaction (or waiver by the Agent) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), in consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Subsequent Closing Note Purchase Price”) of the Notes to be purchased by such Lenders at such Subsequent Closing, the Borrower shall issue and sell to each Lender on the applicable Subsequent Closing Date (as defined below), and each Lender severally, but not jointly, agrees to purchase from the Borrower on such Subsequent Closing Date, a principal amount of Notes in the amount each Lender has agreed in writing to pay in respect thereof, pursuant to a Notice of Purchase and Sale. The closing (each a “Subsequent Closing”) of any of the transactions contemplated by this Section 3.2 and the issuance of the additional Notes to be issued to the Lenders at such Subsequent Closing shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. With respect to each Subsequent Closing, the date and time of such Subsequent Closing (the “Subsequent Closing Date”) shall be 10:00 a.m., Chicago time, on the date on which the conditions set forth in Section 5.2 below shall be satisfied or waived in accordance with this Agreement (or such later date as is mutually agreed to by the Borrower and the Agent). On each Subsequent Closing Date, (i) each Lender shall pay its pro rata share of the applicable Subsequent Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at such Subsequent Closing, by wire transfer of immediately available funds in accordance with the Borrower’s written wire instructions, and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to such Subsequent Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designee.

  • Additional Closings Section 3.2 is hereby deleted in its entirety and the following is substituted therefor: "The sale and purchase of the Series B-I Debentures to be purchased by Purchaser shall occur at closings (the "Additional Closing") on the dates set forth on SCHEDULE 3.2 (each an "Additional Closing Date"). The Company acknowledges receipt of Purchaser's $60,000 payment on July 30, 2001 and Purchaser's $250,000 payment on August 10, 2001 for the Series G Debenture. At each Additional Closing the Company will deliver the appropriate Series B-H Debentures to be purchased by Purchaser in accordance with each Additional Closing Date in the form of a single Debenture (or such greater number of Debentures in denominations of at least $50,000 as Purchaser may request) registered in Purchaser's name (or in the name of Purchaser's nominee), against delivery by Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company or by Purchaser check sent via courier for next day delivery. If at any Additional Closing the Company shall fail to tender such Debenture to Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to Purchaser's reasonable satisfaction, Purchaser shall, at Purchaser's election, be relieved of all further obligations under this Agreement, without thereby waiving any rights Purchaser may have by reason of such failure or such nonfulfillment. The Company shall deliver to Purchaser an Officer's Certificate and a Secretary's Certificate dated the Additional Closing Date in a form reasonably acceptable to Purchaser's counsel."

  • Simultaneous Closing The Formation Transactions shall close simultaneously with the closing of the IPO and the receipt of the net proceeds of the IPO by the Company (the “Closing”). The date on which the Formation Transactions close shall be the “Closing Date.”

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