Consummation After Closing Clause Samples
Consummation After Closing. If, with respect to a Preferential Right applicable to any portion of the Acquired Assets, the holder of such Preferential Right timely and properly exercises such Preferential Right before the applicable Closing Date but the purchase and sale of the affected Acquired Assets to the holder of such Preferential Right is not consummated before such Closing Date, then: (i) the First Closing Base Purchase Price or Second Closing Base Purchase Price, as applicable, shall be reduced as a result of such Preferential Right by the Allocated Value of such Acquired Assets; (ii) the affected Acquired Asset shall be retained by Seller at such Closing; (iii) if the sale of the affected Acquired Assets to the holder of such Preferential Right occurs after such Closing but prior to the Final Determination Date, Seller shall satisfy the obligations to such holder related to such Preferential Right, (iv) if the sale to the holder of the Preferential Right is not consummated before the Final Determination Date (including, if the time frame for the exercise of the Preferential Right expires without exercise before the Final Determination Date), then in connection with the final settlement under Section 14.1, the Seller shall convey such Acquired Asset to Purchaser effective as of the Effective Time pursuant to an assignment and conveyance substantially in the form of the applicable Exhibit D subject to such Preferential Right, if still outstanding as of the Final Determination Date, and simultaneously with such conveyance Purchaser shall pay to Seller the Allocated Value of such portion of the Acquired Assets.
Consummation After Closing. If, with respect to a Preferential Right, either: (i) the time frame for the exercise of such right has not expired before the Closing Date and none of Sellers or the Company Entities, as applicable, has received from the holder of such right either a notice of such holder’s intent not to exercise such Preferential Right or a waiver of such Preferential Right, or (ii) the holder of such Preferential Right timely and properly exercises such right before the Closing Date but the purchase and sale of the affected Acquired Assets to the holder of such Preferential Right is not consummated before the Closing Date, then such Acquired Assets shall be conveyed to Purchaser at Closing subject to such Preferential Right, unless such affected Acquired Assets has been otherwise eliminated from the Acquired Assets in accordance with other provisions of this Agreement. If a third party elects to purchase such affected Acquired Assets subject to a Preferential Right and Closing has already occurred with respect to such affected Acquired Assets, Purchaser shall be obligated to convey such affected Acquired Assets to such third party and shall be entitled to the consideration for the sale of such affected Acquired Assets.
Consummation After Closing. If, with respect to a Preferential Right applicable to any portion of the Acquired Assets, either: