Examples of First Stage Closing Date in a sentence
From and after the First Stage Closing Date, Buyers shall use reasonable commercial efforts to collect the Participating Accounts, provided that Buyers shall not be obligated to initiate a suit or other cause of action in order to collect any of the Participating Accounts.
Sellers hereby agree to waive, effective as of the First Stage Closing Date, any non-competition and other applicable restrictions on Business Employees who become Transferred Employees so as to permit them to participate in the conduct by Buyers and their Affiliates (and their respective successors and assigns) of the Business, whether such restrictions are in their respective Employment Agreements or any other Contracts.
The terms of the Confidentiality Agreement are hereby incorporated herein by reference and except for Section 6 thereof, which the parties agree shall terminate automatically upon the effectiveness of this Agreement, will continue in full force and effect until the First Stage Closing Date, at which time the Buyer’s obligations to the Seller under the Confidentiality Agreement will terminate.
For the avoidance of doubt, if there is a breach of a representation of warranty as of the First Stage Closing Date that is continuing through the Second Stage Closing Date, the foregoing sentence shall not prevent the making of a claim for indemnification in connection with the Second Stage Acquisition with respect to such breach within the period described in clause (ii) of the preceding sentence.
Prior to the First Stage Closing Date, Buyers shall meet with each Business Employee who has an Employment Agreement set forth on Schedule 3.8(a) (other than those set forth on Schedule 5.4(a)), explain to such Business Employee his or her contemplated position within Buyers and make a corresponding offer of employment.
Schedule 3.8 contains a complete and accurate list of all Contracts to which one or more of the Sellers are a party and that are related to the Business as follows (which list shall be updated as of the First Stage Closing Date and the Second Stage Closing Date and no such update is deemed to be an inaccuracy if in compliance with Section 5.2).
To the extent relating to the First Stage Acquisition, the representations and warranties of the Buyer contained in Article 5 shall be true and correct as of the Signing Date and as of the First Stage Closing Date with the same effect as if made at and as of such time.
Buyers have as of the date hereof, and will have as of the First Stage Closing Date, sufficient cash, available lines of credit or other sources of immediately available funds to enable it to pay the Purchase Price.
The representations and warranties of Buyers and Sellers contained in this Agreement and in any Collateral Agreement shall survive the First Stage Closing Date for eighteen (18) months, except the Environmental Warranties which shall survive for three (3) years, Tax Warranties which shall survive for the applicable statutes of limitations plus ninety (90) days and Title and Authorization Warranties which shall survive forever.
The first closing stage (the "First Stage Closing"), at which the Initial Purchase Price shall be paid in full, shall commence at 9:00 a.m. local time on the last Business Day of the month containing the date on which all FCC and State PUC Consents necessary to effectuate the transfer of Customer Contracts that generate not less than eighty percent (80%) of the revenues of the Business set forth in the Revenues Statement have been obtained (the "First Stage Closing Date").