Partial Closing definition
Examples of Partial Closing in a sentence
Change of Operations 52 Change of Operations Committee 52 Change of Operations Committee Procedure 54 Moving Expenses 55 Change of Operations Seniority 56 Closing, Partial Closing of Terminals-Transfer of Work 56 Closing of Terminals-Elimination of Work 61 Layoff 61 Opening of Terminals 61 Definition of Terms 63 Qualifications and Training 63 Intent of Parties 64 Section 7.
The representations and warranties contained in this Agreement shall survive the Closing until one (1) year after the Closing Date (or in the case of a Partial Closing or Subsequent Partial Closing, until one (1) year after the Partial Closing Date with respect to the Leases transferred at such Partial Closing or Subsequent Partial Closing) and shall expire at such time.
In each such event, Seller shall give Purchaser notice of the Leases that will be assigned to Purchaser at such subsequent Partial Closing and Seller shall set the date of such closing (each, a "Subsequent Partial Closing Date"), that shall be on a Business Day not less than five (5) or more than ten (10) days after the delivery of such notice to Purchaser.
Each such closing with respect to less than all of the Leases shall be referred to as a "Partial Closing." If Seller exercises such option one or more times, Seller shall give Purchaser notice of the Leases that will be assigned to Purchaser at a Partial Closing and Seller shall set the date of such closing (each, a "Partial Closing Date"), that shall be on a Business Day not less than five (5) or more than ten (10) days after the delivery of such notice to Purchaser.
Except with respect to the representations and warranties set forth above in Section 3.1 and Section 3.2, the breach of a representation or warranty with respect to a particular Lease shall be actionable and constitute a breach hereunder only with respect to that specific Lease and not with respect to other Leases, regardless of whether Closing (or a Partial Closing) with respect to such other Leases has occurred.
The covenants of Seller contained in Section 8.2 of this Agreement shall survive the Closing until one (1) year after the Closing Date (or in the case of a Partial Closing or Subsequent Partial Closing, until one (1) year after the Partial Closing Date with respect to the Leases transferred at such Partial Closing or Subsequent Partial Closing) and shall expire at such time.
Notwithstanding the foregoing, some of the Assets may be sold by Seller and purchased by Buyer prior to the Closing Date at times and locations mutually agreeable to the parties, with each such sale being referred to herein as a "Partial Closing".
Either LifePoint or Purchaser may initiate such proceedings to determine the adjustment to the Purchase Price at any time following the Partial Closing.
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.
Notwithstanding anything contained herein to the contrary, in the event that the Partner Consents relating to the Primary Systems have been obtained, this condition shall be deemed satisfied for a Partial Closing with respect to the Systems and Sellers for which Partner Consents have been obtained.