Partial Closing. Closing of a building or a portion of a building for any reason; such as boiler failure, power failure, or any other reason deemed valid by the Superintendent or his/her designee, shall not diminish the responsibilities of employees assigned to other buildings or portions thereof. Upon such a closing, the Board may temporarily assign employees to work in other locations.
Partial Closing. In the event that the conditions set forth in Section 7.1 shall be satisfied with respect to fewer than all Sellers, Buyer shall, subject to the other terms and conditions of this Agreement, close the transactions contemplated hereby with those Sellers who have satisfied the conditions set forth in Section 7.1 and this Agreement shall remain in effect with respect to any Seller with respect to whom the conditions set forth in Section 7.1 have not been satisfied.
Partial Closing. In the event that the parties do not receive all of the Governmental Approvals required to transfer all of the Customer Access Lines originally contemplated to be transferred pursuant to this Agreement, Buyer shall deliver to Sellers a schedule listing the Customer Access Lines with respect to which the necessary Governmental Approvals have been received (the “Partial Closing Schedule”). Within two (2) business days of receipt of such Partial Closing Schedule from Buyer, Sellers shall provide any objection to Buyer in writing and shall provide written evidence of any such Governmental Approval that has been obtained with respect to any Customer Access Line Sellers believe should be included on the Partial Closing Schedule. 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. Upon final determination of the Partial Closing Schedule, Buyer and Sellers shall proceed to a closing with respect to those Customer Access Lines included on the Partial Closing Schedule. In the event of a partial closing pursuant to this Section 3.5, Buyer shall only accept and purchase from Sellers and Sellers shall only sell and transfer to Buyer those Customer Access Lines with respect to which all required Governmental Approvals have been received and which are set forth on the Partial Closing Schedule. Buyer and Sellers agree, for a reasonable period following any partial closing, to use commercially reasonable efforts (i) to obtain the necessary Governmental Approvals required to transfer those Customer Access Line not transferred as part of such partial closing and (ii) to effect such transfer of the remaining Customer Access Lines upon receipt of such Governmental Approval.
Partial Closing. If all of the terms and conditions to the parties' respective obligations to consummate the transaction (including that set forth in Section 6.05) are satisfied (or waived by the appropriate party) but one or more of Sellers shall have failed to deliver an executed counterpart of this Agreement as provided in Section 9.14 or to deliver the certificates representing their Shares, then Buyer shall be entitled to hold back from the Purchase Price an amount equal to the amount which otherwise would have been payable in respect of such Shares. Buyer shall purchase and pay for any Shares the certificates for which are delivered after the Closing within three days of notice by the Representatives that they have the certificates available, against delivery of such certificates duly endorsed or accompanied by duly executed stock powers and a counterpart of this Agreement executed by the holder of such Shares, if not previously delivered. Notwithstanding the foregoing provisions of this Section 1.06 or the provisions of Section 6.05, Sellers shall use their best efforts (which shall in no event require the payment of any monies by Sellers) to deliver 100% of the total number of Shares.
Partial Closing a. The parties have agreed to Closing of the purchase of all Purchased Property as of the date hereof other than the Purchased Property relating to the Golden Years Facility to allow additional time for the conditions to Closing for the Golden Years Facility to be met. Accordingly, the parties acknowledge and agree that the Due Diligence Period (as extended below) has not been terminated with respect to the Golden Years Facility and continues on in accordance with the terms of the Agreement, and all other provisions of the Agreement which apply to Seller, the Purchased Property and the Business relating to the Golden Years Facility shall continue in full force and effect notwithstanding the Closing of the other Facilities. For the avoidance of doubt, Purchaser may terminate the Agreement with respect to the Golden Years Facility during the Due Diligence Period (without effect on the portions of the Agreement related to the Seller and other Facilities, which remain in effect post-Closing), and upon any such termination any portion of the Deposit remaining shall be returned to Purchaser and the parties shall have no further liability or obligation to one another relating to the Golden Years Facility except for the surviving provisions of ARTICLE 9.
b. Notwithstanding the foregoing, the parties acknowledge that Seller may determine it does not desire to satisfy the outstanding conditions for Closing for the Golden Years Facility during the Due Diligence Period, and in such case, Seller has the right to notify Purchaser prior to the expiration of the Due Diligence period of such determination, at what point (a) the Agreement will be terminated as to the Golden Years Facility and the Deposit shall be returned to the Purchaser, and there shall be no liability between the parties for such termination or further liabilities of either party as to the Golden Years Facility except as provided in Article 9, or (b) Purchaser may elect to waive the condition precedent and proceed with Closing. The parties hereby agree that the Due Diligence Period with respect to the Golden Years Facility is extended for a period of ninety (90) days from the date hereof.
Partial Closing. (a) In the event (i) SPV is able to Deliver Licenses with an aggregate value, in accordance with the License valuations set forth on Section 1.06 of the Disclosure Schedule, of at least One Hundred Ten Million Dollars ($110,000,000) (i.e, 62.9% of One Hundred Seventy-Five Million Dollars ($175,000,000)), which Licenses shall include not less than all but one of the Licenses in each of the following MTA markets: Los Angeles/San Diego, New York, Dallas-Fort Worth, Houston, Chicago, Miami-Fort Lauderdale, San Francisco-Oakland, and Detroit (the "Minimum License Condition"), but fewer than all of the Licenses and (ii) each of the other conditions set forth in Article 9 has been satisfied or waived, then, the parties shall consummate the sale to Nextel of the Delivered Licenses and, with respect to any Licenses which do not qualify as Delivered (each a "Restricted License"), consummate the sale to Nextel of such Restricted License within ten (10) business days after such time as SPV is able to Deliver such License. In the event of one or more partial closings in accordance with this Section 1.08, the term "Closing" or "Initial Closing" shall be deemed to be the initial partial closing and the term "Closing Date" shall be the date and time at which the Initial Closing shall occur. Each closing after the Initial Closing is referred to herein as a "Subsequent
Partial Closing. Notwithstanding Section 10.01, if Closing does not --------------- occur on or before December 31, 1998 (the "Termination Date") (as extended by the parties) due to a material breach by Binan of any representation, warranty or covenant given in this Agreement, the failure to secure any of the consents described in Section 3.05 (Israel/Malta consents) or the failure to secure the financing described in Section 5.05 (UIH financing), UA may elect to purchase the Combined Ireland Interests for $20.5 million subject to the terms and conditions of this Agreement relating to the Combined Ireland Interests. Notwithstanding Section 10.01, if Closing does not occur on or before the Termination Date (as extended by the parties) due to a material breach by UA or UAM of any representation, warranty or covenant given in this Agreement or the failure to secure any of the consents described in Section 2.06 (Ireland consents), Binan may elect to purchase the Israel Interests and Malta Interests for $91.5 million subject to the terms and conditions of this Agreement relating to the Israel Interests and the Malta Interests (in either case, a "Partial Transaction"). The parties agree to structure the Partial Transaction in the most tax efficient manner acceptable to both parties. The parties will use commercially reasonable efforts to close the Partial Transaction as soon as possible after the Termination Date. The parties will continue to hold the Interests not sold in the Partial Transaction in accordance with the terms of the Partnership Agreement, including provisions relating to noncompetition, subject to the Letter Agreement dated August 31, 1998.
Partial Closing. The parties have agreed to Closing of the purchase of all Purchased Property as of the date hereof other than the Purchased Property relating to the Pennsylvania Facility (the “Partial Closing”) to allow additional time for the conditions to Closing (including the condition provided in Section 2(c) below) for closing of Purchased Property related to the Pennsylvania Facility (the “Pennsylvania Closing”) to be met. Accordingly, the parties acknowledge and agree all provisions of the Agreement which apply to the Purchased Property and the Business relating to the Pennsylvania Facility shall continue in full force and effect notwithstanding the Closing of the other Facilities. Notwithstanding Section 3.3 of the Agreement (as amended hereby), the parties agree that the Purchase Price for the Purchased Property related to the Pennsylvania Facility shall be Eleven Million Four Hundred Thousand and No/100 U.S. Dollars ($11,400,000.00).
Partial Closing. In the event, the conditions relating to workers council notifications have not been satisfied in any of France, Germany or The Netherlands within six months of the date hereof but all other conditions in this Article VIII have been satisfied, Parent and Purchaser may agree to proceed with the Closing hereunder and under all Local Agreements the conditions to the consummation of which have been satisfied or, if applicable, waived as of such time. In such event, the closing under the remaining Local Agreements shall occur as promptly as practical upon the satisfaction of the relevant condition relating to workers council notification.
Partial Closing. On or as soon as possible after the execution of this Agreement, the parties shall consummate the transactions contemplated by the Stock Purchase Agreement to occur on the Closing Date, provided that InfiniCom shall transfer and deliver to Scoop 95% of the 24STORE Stock and Scoop shall issue to InfiniCom only 95% of the Acquired Shares, and further provided that InfiniCom shall pay to Scoop an additional $4,450.00 for professional fees and expenses incurred by Scoop in connection with the closing of the Stock Purchase Agreement.
