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. 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, shall not diminish the responsibilities of the employees assigned to other buildings or portions thereof. Upon such closing, the Board may temporarily assign employees to work in other locations.
Partial Closing. In the event that as of (the anticipated closing dates set forth in Section 3.1) the parties have received some but not all of the Governmental Approvals required to transfer all of the Customer Access Lines originally contemplated to be transferred pursuant to this Agreement, Buyer and Seller may mutually agree to proceed with a closing of the transfer of some but not all of the Customer Access Lines covered by this Agreement. In the event the parties agree to proceed with such a partial closing, the parties shall agree to a schedule listing the Customer Access Lines with respect to which the necessary Governmental Approvals have been received (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 Seller 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 Seller and Seller shall only sell and transfer to Buyer those Customer Access Lines with respect to which all required Governmental Approvals have been received as of the Closing Date of such partial closing and which are set forth on the Partial Closing Schedule. Buyer and Seller 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 Lines 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. 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.
Partial Closing. SCHEDULE 2.10 sets forth a list of three Facilities (the "DESIGNATED FACILITIES") and the portion of the purchase price allocable with respect to each such Facility (the "DESIGNATED FACILITY RELEASE PRICE") and also sets forth the purchase price allocable to Lenoir Retirement Community and California Christian Home (which Facilities, coupled with the Designated Facilities are hereinafter referred to as, the "NON-ESSENTIAL FACILITIES"). Sellers shall have the right at any time prior to the date which is thirty (30) days following the selection of the Successful Bid to exclude from this Agreement one or more of the Designated Facilities and not sell such Facilities to Purchaser, which thereupon shall not constitute an Acquired Asset and shall not be transferred to the Purchaser hereunder and the Purchase Price shall be reduced by the applicable Designated Facility Release Price (and the Liabilities relating thereto shall constitute Excluded Liabilities). In the event (i) all regulatory approvals contemplated hereby with respect to the Facilities other than one or more of the Non-Essential Facilities have been obtained (and all other conditions to the Contemplated Transactions contemplated hereby with respect to such Facilities have been satisfied or waived) and (ii) all regulatory approvals contemplated hereby with respect to one or more of the Non-Essential Facilities have not been obtained, Sellers shall have the right to promptly consummate the Contemplated Transactions with respect to the Facilities other than such Non-Essential Facilities, subject to an appropriate reduction in the Purchase Price based on the portion of the Purchase Price allocable to such Non-Essential Facilities and Sellers' right (for so long as this Agreement shall not have been terminated in accordance with the terms hereof) to consummate the Contemplated Transactions with respect such Non-Essential Facilities upon receipt such regulatory approvals (and satisfaction or waiver of all other applicable conditions).
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. 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. 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. 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 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.
