Split Closing Sample Clauses

Split Closing. Notwithstanding anything in the Acquisition Agreement to the contrary, (a) the Closing with respect to the GHM Assets and the GOEP Assets (the “First Closing”) shall occur on the date hereof, which date shall be the Closing Date with respect to such Closing, and (b) the Closing with respect to the EPV Assets (the “Second Closing”) shall occur on the date upon which such Closing is scheduled to occur as set forth in a written agreement between Seller and Buyer, failing which it shall be the date that is the earlier of (i) the third Business Day after the waiver (pursuant to Section 6.3 of the Acquisition Agreement) or satisfaction of the conditions to Closing set forth in Section 6.1.12 and Section 6.2.4 of the Acquisition Agreement with respect to the assumption of the EPV First Mortgage Loan by Buyer and (ii) the Outside Closing Date, or such later date to which the Closing Date may be extended pursuant to Sections 10.3, 12.4, 12.5, 14.1, 14.2 or 16.1 of the Acquisition Agreement, which date (the “Second Closing Date”) shall be the Closing Date for such Closing, provided, however, if the satisfaction or waiver of the conditions to Closing set forth in clause (i) above occurs prior to the Outside Closing Date but fewer than three Business Days prior to the Outside Closing Date, then the Second Closing shall nevertheless occur on the third Business Day after the date on which the conditions to Closing set forth in clause (i) above are satisfied. Except as otherwise provided herein, (a) the provisions of the Acquisition Agreement that are only effective on or after Closing shall be effective with respect to the GHM Assets, the GOEP Assets, GHM and GSPE from and after the date hereof, but shall not be effective with respect to EPV Assets or EPLC unless and until the Second Closing occurs, and (b) the provisions of the Acquisition Agreement that are only effective prior to Closing shall not be effective with respect to the GHM Assets, the GOEP Assets, GHM or GSPE from and after the date hereof, but shall continue to be effective with respect to the EPV Assets and EPLC unless and until the Second Closing occurs. Prior to splitting the Closings, Seller and Buyer had signed certain of the closing documents in anticipation of a single Closing. At the First Closing, the Seller and Buyer have canceled all of EPLC's signatures on such documents, the intent being that EPLC, Buyer and any and all other parties thereto will execute and deliver replacement closing docume...