Separate Closings Clause Samples
The Separate Closings clause allows different parts of a transaction to be finalized at different times rather than requiring all aspects to close simultaneously. In practice, this means that certain assets, properties, or obligations can be transferred or completed on separate dates, often due to logistical, regulatory, or business considerations. This clause provides flexibility in complex deals, ensuring that delays affecting one part of the transaction do not hold up the entire agreement, thereby reducing risk and facilitating smoother execution.
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Separate Closings. For the avoidance of doubt, it is the intention of the Parties that, notwithstanding any provision hereof to the contrary, provided that the conditions to the obligations of both Parties to effect the transactions contemplated by this Agreement are satisfied or waived with respect to all of the Purchased Assets at any Jointly Owned Station, Seller shall sell, assign, convey, transfer and deliver such Purchased Assets to Buyer, Buyer shall purchase, assume and acquire such Purchased Assets, and Buyer shall assume and agree to pay, perform or otherwise discharge when due the Assumed Liabilities relating to such Purchased Assets, all in the manner contemplated by Articles II and III.
Separate Closings. The parties intend to conduct a separate closing on the applicable Scheduled Closing Date for each of the Phase I Property and the Phase IB Property. For the sake of clarity: (i) references in this Agreement to Closing, Closing Date, Scheduled Closing Date, and Transactions shall be deemed to mean the applicable event with respect to each of the Phase I Property or Phase IB Property and the transaction related thereto and unless the context required a different interpretation, this Agreement shall be construed as if it is separately applied to each of the Phase I Property and the Phase I B Property; (ii) without limiting the generality of the foregoing, the provisions of Section 4.2.2 and 4.2.3 of this Agreement shall only be applicable to the Phase I Property from and after the closing of the Phase I Property and to the Phase IB Property from and after the Closing of the Phase IB Property; (iii) if the Closing of the Phase I Property occurs, then any rights to terminate this Agreement shall only apply to the remaining rights and obligations with respect to the Phase IB Property; (iv) in the event this Agreement is terminated prior to the Closing of the Phase I Property, then any such termination shall be applicable to both the Phase I Property and the Phase I B Property; (v) if the Closing of the Phase I Property occurs, thereafter any termination with respect to the Phase IB Property shall not affect any rights or obligations as to the Phase I Property, all of which shall continue in full force and effect .
Separate Closings. 29 Section 8. Closings And Closing Deliveries...............................................................30 8.1 Closings......................................................................................30 8.2 Deliveries by Sellers at the First Closing....................................................30 8.3 Deliveries by Buyers at the First Closing.....................................................31 8.4 Deliveries by Sellers at the Second Closing...................................................31 8.5 Deliveries by Buyers at the Second Closing....................................................32 Section 9. Termination...................................................................................32
Separate Closings. Notwithstanding any provision of this Agreement to the contrary, if, on or prior to the date that would otherwise be the Second Closing Date pursuant to Section 8.1(b), the conditions precedent to the completion of the Second Closing set forth in Sections 7.3 and 7.4 above have been satisfied with respect to less than all of the Stations, the parties shall nevertheless complete the Second Closing in accordance with the terms hereof with respect to the Station or Stations for which such conditions have been satisfied on such date as is determined pursuant to Section 8.1(b). The parties shall thereafter complete the Second Closing for the remaining Station or Stations at such time as the conditions set forth in Sections 7.3 and 7.4 above have been satisfied with respect to such Station or Stations on such date as is determined pursuant to Section 8.1(b). For the purpose of this Section 7.5, the Second Closing Purchase Price shall be divided among the Stations as follows: WDPX(TV) - $4,000,000; WPXG(TV) - $2,000,000 and WPXU(TV) - $2,000,000.
Separate Closings. In the event that the Company cannot obtain the consents necessary for it to purchase the Common Stock on the Closing Date, the Closing with respect to the Series B Preferred Stock and the Subordinated Notes shall not be effected thereby and shall occur regardless of such event. The Company shall remain obligated following the Closing Date to obtain the consents required and shall be obligated to purchase the Common Stock as soon as possible after such consents are received thereafter.
Separate Closings. 29 SECTION 8.
Separate Closings of the P&S Agreement is hereby deleted in its entirety and, subject to the provisions of Section 11 of this Fourth Amendment, replaced with the following;