Examples of Partial Closing in a sentence
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.
As used herein, the term "Excluded Assets" means all the properties, assets, goodwill and rights of Seller of whatever kind and nature, real or personal, tangible or intangible, that are owned, leased or licensed by Seller on the Closing Date (or Partial Closing Date, if applicable) that are not specifically listed in Section 2.1 or the Exhibits referred to therein.
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".
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.
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.
Effective upon the consummation of the Partial Closing, Section 5.6(c) of the Agreement shall be amended in its entirety as follows: “5.6(c).
Upon final determination of the Partial Closing Schedule, Buyer and Seller shall proceed to a closing with respect to those Customer Access Lines included on the Partial Closing Schedule.
From and after the Partial Closing, HCA and Purchaser shall use commercially reasonable efforts to complete the acquisition of the Associated Business.