Multiple Closings Sample Clauses

Multiple Closings. The Purchaser understands and acknowledges that there may be multiple Closings for the Offering.

Multiple Closings. To comply with the FCC’s multiple ownership rules, prior to Closing with respect to KMTV (Omaha), Buyer must consummate the divestiture of two or more radio stations now owned by it that are located in the market in which KMTV is located. Notwithstanding anything in this Agreement to the contrary: (a) the FCC Application shall consist of separate applications (each a “Partial Application”), one for WFTX and KGUN (the “Primary Application”) which shall be filed at the time provided by Section 1.10(a), and one for KMTV (the “KMTV Application”) which shall be filed no later than the date on which the application for FCC consent for the last necessary Omaha radio divestiture is filed; (b) if the Primary Application is granted before the KMTV Application, then the transactions contemplated by this Agreement shall be consummated in two separate Closings (each a “Partial Closing”) as follows: (i) at a Closing (the “First Closing”) on the fifth business day after the date of the FCC Consent with respect to the Primary Application (subject to the satisfaction or waiver of the applicable conditions set forth in Articles 6 or 7 below), (A) Buyer shall pay Seller the Purchase Price less $10,000,000, and (B) Seller shall convey to Buyer all Station Assets other than the KMTV FCC Licenses; (ii) at a second Closing (the “Second Closing”) on the fifth business day after the date of the FCC Consent with respect to the KMTV Application (subject to the satisfaction or waiver of the applicable conditions set forth in Articles 6 or 7 below), (A) Buyer shall pay Seller the balance of the Purchase Price, and (B) Seller shall convey the KMTV FCC Licenses; and (iii) at the First Closing, (A) the Outside Date (defined below) for KMTV shall be extended to October 15, 2008, provided, however, that if the FCC Consent for KMTV has not been obtained at least five (5) business days prior to October 15, 2008 due to allegations concerning Seller’s licensee qualifications, the Outside Date shall automatically be extended until five (5) business days after the date of the FCC Consent with respect to KMTV, and (B) the parties shall enter into a local programming and marketing agreement with respect to KMTV (the “LMA”) in the form attached hereto as Exhibit A, and (C) Buyer shall provide Seller the rent-free use of those KMTV Station Assets that are necessary for Seller to comply with its obligations under the KMTV FCC Licenses and the LMA during the term thereof (and, if the LMA term ends wit...

Multiple Closings. In the event there are multiple partial closings prior to the final closing of the Transaction, the Company shall issue to Littlebanc, or its designees, the percentage of cash and securities set forth in Sections 5(a)(i), (ii) payable with respect to the amount of each closing as soon as practicable after each such closing.

Multiple Closings. (a) Section 1.7(e) of the Agreement is hereby amended to delete the phrase “no portion of the Permitted Excess Amount or Permitted Deficiency Amount shall be allocated to such Withheld Assets” and replace it with the following: “no portion of the $7,500,000 referenced in Sections 1.2(b)(ii) and 1.2(b)(iii) shall be allocated to such Withheld Assets. In addition, for purposes of Sections 1.3(c)(ii) and 1.3(c)(iii) and in calculating the adjustments under Section 1.6(b) with respect to such Withheld Assets, (i) references to the Permitted Excess Amount and Permitted Deficiency Amount shall be replaced with references to the Agreed Reference Working Capital applicable to such Withheld Assets and (ii) all references to a $7,500,000 adjustment shall be eliminated from such calculations.” (b) Section 1.7 of the Agreement is amended by inserting new Section 1.7(g) immediately following Section 1.7(f) as follows: (g) For purposes of estimating and reconciling the Withheld Asset Closing Date Payment Amount pursuant to Section 1.7(d) and Section 1.7(e), respectively, with respect to any Withheld Asset that is the subject of a Withheld Asset Closing, the aggregate amount, if any, of the changes in outstanding balances from the close of business on the day immediately preceding the Closing Date to the close of business on the day immediately preceding the date of such Withheld Asset Closing, of all receivables or payables and loans then existing between any Members of the Service Solutions Group (other than any Withheld Asset that has not yet been subject to a Withheld Asset Closing), on the one hand, and the Withheld Asset that is the subject of such Withheld Asset Closing, on the other hand, shall be included in the calculation of Working Capital with respect to such Withheld Asset as if such change constituted a receivable, payable or loan balance, as applicable. (c) Section 4.4 of the Agreement is hereby amended as follows: (i) to delete the phrase “all receivables owed to any Member of the SPX Group” in Section 4.4(b) and replace it with the phrase “all receivables and loans owed to any Member of the SPX Group”; (ii) to delete the phrase “the receivables and payables of both Chinese Subsidiaries” in Section 4.4(c) and replace it with the phrase “the receivables, payables and loans of both Chinese Subsidiaries”; (iii) to delete the phrase “all payables owed by any Member of the SPX Group” in Section 4.4(d) and replace it with the phrase “all payables and loans owe...

Multiple Closings. The sale and purchase of the Series B Preferred Shares may occur in one or more closings (each a “Closing” and collectively, the “Closings”). Each Closing shall be held remotely pursuant to the exchange of electronic signature pages.

Multiple Closings. Notwithstanding anything in this Agreement to the contrary: (a) the parties have allocated the Stations into groups (each a “Station Group”) and have allocated the Purchase Price (each an “Allocated Price”) as follows: Albuquerque Group KRQE(TV), Albuquerque, New Mexico $ 74,000,000 KBIM-TV, Roswell, New Mexico Durango Group KREZ-TV, Durango, Colorado $ 1,000,000 Mobile Group WALA-TV, Mobile, Alabama $ 85,000,000 WBPG(TV), Gulf Shores, Alabama Green Bay Group WLUK-TV, Green Bay, Wisconsin $ 60,000,000 Terre Haute Group WTHI-TV, Terre Haute, Indiana $ 40,000,000 (b) the FCC Application shall consist of separate applications (each a “Partial Application”), one for each Station Group, and the transactions contemplated by this Agreement shall be consummated as follows: (i) if such applications are granted concurrently, then in a single Closing, or (ii) if not, then in multiple Closings (each a “Partial Closing”), one for each Station Group; (c) with respect to each Station Group, each Partial Closing shall occur on the fifth business day after the date of the FCC Consent with respect to the applicable Partial Application (subject to the satisfaction or waiver of the applicable conditions set forth in Articles 6 or 7 below), except that if the day the Durango Group Partial Closing is otherwise scheduled to occur is before the Albuquerque Group Partial Closing, then the Durango Group Partial Closing shall be scheduled for the date of the Albuquerque Group Partial Closing; (d) at each Partial Closing Seller shall convey to Buyer the Station Assets used or held for use in the operation of the Stations in the applicable group and Buyer shall pay Seller the Allocated Price for such group; and (e) taking into account such multiple closings: (i) the terms “Closing,” “Closing Date,” “FCC Application” and “FCC Consent” shall mean, and refer separately to, the applicable Partial Closing, the date on which such Partial Closing occurs (or is to occur), the applicable Partial Application, and the applicable FCC consent, each as the context requires; (ii) with respect to each Station Group and each Partial Closing, the provisions of this Agreement that apply before, at or after a Closing shall apply before, at or after the applicable Partial Closing; (iii) the Deposit shall be allocated and disbursed pro rata according to the Allocated Price to be paid at each Partial Closing, and the term “Deposit” as used herein shall mean, and refer separately to the allocable portion the...

Multiple Closings. For clarification, the Grantors acknowledge and agree that there may be more than one Closing under the Purchase Agreement and that this Agreement creates a security interest in the Collateral in favor of all the Lenders regardless of when (1) any Lender executes the Purchase Agreement or whether such Lender executes this Agreement, it being understood that the Agent is acting as collateral agent for all Lenders, (2) any Closing occurs or (3) any Notes are issued, without any need for the Grantors to execute any further documentation or be notified of any Closing or for any other action to occur.

Multiple Closings. This Offering is not subject to a minimum subscription level and as such, the Corporation may complete one or more Closings. Upon each Closing, the applicable total subscription proceeds will be made immediately available for use by the Corporation.

Multiple Closings. To the extent there is more than one closing, payment of the applicable Financing Fee and the issuance of the applicable Broker Warrants will be made at each closing. All cash compensation and warrants under this Agreement shall be paid directly by the Company or Public Entity to and in the name provided to the Company by the Placement Agents at the time of each closing.

Multiple Closings. The Parties acknowledge that the transactions contemplated hereby may be consummated in multiple Closings pursuant to the provisions of Sections 2.2(f) and 9.2.