Examples of Phase 1 Closing in a sentence
Each Legacy Owner represents and warrants on behalf of itself to AHC that the statements set forth in this Article V with respect to such Legacy Owner are true and correct as of the date hereof and shall be true and correct as of the Phase 1 Closing Date, except as set forth in the applicable Disclosure Schedule, as may be supplemented or amended by each Legacy Owner prior to the Phase 1 Closing Date pursuant to Section 8.2(a)(v).
In connection with (i) the Phase 1 Closing, QHPC shall duly adopt and approve the Second Amended and Restated Bylaws of QHPC (in the form attached hereto at Exhibit G) and the Second Amended and Restated Members Agreement of QHPC (in the form attached hereto at Exhibit H).
QHPC hereby represents and warrants to AHC that the statements set forth in this Article III are true and correct as of the date hereof and shall be true and correct as of the Phase 1 Closing Date, except as set forth in the applicable Disclosure Schedule, as may be supplemented or amended prior to the Phase 1 Closing Date pursuant to Section 8.2(a)(v).
The Redeveloper shall have until the Phase 1 Finance Contingency Period within which to secure financing for the Phase 1 Closing, shall have until the Phase 2 Finance Contingency Period within which to secure financing for the Phase 2 Closing, and shall have until the Phase 3 Finance Contingency Period within which to secure financing for the Phase 3 Closing.
The acceptance and recording of a deed shall be deemed to be a full performance and discharge of every agreement and obligation herein contained or expressed, except (a) those that are, by the terms hereof or thereof, stated to survive the Closing, as set forth in Section 14.1 below, and (b) those that, in the event of the Phase 1 Closing, are required to be performed and discharged prior to the Phase 2 Closing.
This Agreement shall terminate if the Phase 1 Closing does not take place by the First Outside Date, the Phase 2 Closing does not take place by the Second Outside Date, or the Phase 3 Closing does not take place by the Third Outside Date.
It may be academic from the point of enforcement, but nonetheless necessary to persuade the auditors that the Council has protected its entitlement.
AHC hereby represents and warrants to the Legacy Owners and the Quartz Parent Entities that the statements set forth in this Article II are true and correct as of the date hereof and shall be true and correct as of the Phase 1 Closing Date, except as set forth in the applicable Disclosure Schedule, as may be supplemented or amended prior to the Phase 1 Closing Date pursuant to Section 8.1(a)(iii).
On the date hereof and immediately prior to the Phase 1 Closing, the Legacy Owners are the sole members of QHPC and QHPC is the sole member of QHPM and the membership is free and clear of all pre-emptive rights and other rights to acquire or purchase, except to the extent set forth in the articles of incorporation, bylaws and members agreements of or related to QHPM, as applicable.
The Parties shall use commercially reasonable efforts to finalize the forms of the Phase 2 Related Agreements and the Phase 3 Related Agreements prior to the Phase 1 Closing.