Phase 1 Closing definition
Examples of Phase 1 Closing in a sentence
QHPC hereby represents and warrants to AHC that the statements set forth in this Article III are true and correct as of the date hereof and shall be true and correct as of the Phase 1 Closing Date, except as set forth in the applicable Disclosure Schedule, as may be supplemented or amended prior to the Phase 1 Closing Date pursuant to Section 8.2(a)(v).
Each Legacy Owner represents and warrants on behalf of itself to AHC that the statements set forth in this Article V with respect to such Legacy Owner are true and correct as of the date hereof and shall be true and correct as of the Phase 1 Closing Date, except as set forth in the applicable Disclosure Schedule, as may be supplemented or amended by each Legacy Owner prior to the Phase 1 Closing Date pursuant to Section 8.2(a)(v).
In connection with (i) the Phase 1 Closing, QHPC shall duly adopt and approve the Second Amended and Restated Bylaws of QHPC (in the form attached hereto at Exhibit G) and the Second Amended and Restated Members Agreement of QHPC (in the form attached hereto at Exhibit H).
Seller has incurred no obligations relating to the installation of or connection to any sanitary sewers or storm sewers which shall be enforceable against the Property, and, to the extent that Seller is obligated to do so, all public improvements ordered, advertised, commenced or completed prior to the Phase 1 Closing Date shall be paid for in full by Seller prior to the Phase 1 Closing Date.
The Ceding Company and the Reinsurer agree that the Existing IMR Amount and the Transaction IMR Amount as of the Phase 1 Closing Date were calculated by the Ceding Company and ceded to the Reinsurer.
On the Phase 2 Closing Date, after giving effect to the application of the proceeds of the Loans made on the Phase 1 Closing Date and the Phase 2 Closing Date, the outstanding principal amount of the Term Loan B (as defined in the JPMorgan Facility) shall be no greater than $250,000,000.
On the date hereof and immediately prior to the Phase 1 Closing, the Legacy Owners are the sole members of QHPC and QHPC is the sole member of QHPM and the membership is free and clear of all pre-emptive rights and other rights to acquire or purchase, except to the extent set forth in the articles of incorporation, bylaws and members agreements of or related to QHPM, as applicable.
The Redeveloper shall pay a first installment of Wentworth Monetary Contribution in the amount of Four Hundred Thousand and 00/100 Dollars (“$400,000.00) as part of, and as a condition of, the Phase 1 Closing (as that term is defined in Section 6.1.A below).
Commencing with the Phase 1 Closing and ending with the Phase 2 Closing, the Redeveloper and the Town shall agree upon reasonable accommodations for the use of some or all of the Parking Lot Parcel for public parking, at no cost to the Town, consistent with the Redeveloper’s construction schedule and activities for completion of the Redeveloper Improvements on the School Street Site.
Prior to the ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇, ▇▇▇▇ and Developer shall enter into an agreement providing for Developer’s assumption of the existing Fire Station lease subject to commercially reasonably indemnification by City, allocation of carry costs for the Fire Station Parcel after the Phase 1 Closing; criteria for the replacement fire station; timing for completion of the Fire Station Work; and terms for re-conveyance of the Fire Station Parcel on an “as is” basis if applicable pursuant to Section 10(d)(2) above.