Serial Closing definition
Examples of Serial Closing in a sentence
The date on which a Serial Closing occurs is referred to in this Agreement as a “Serial Closing Date.” For all purposes under this Agreement and each Closing Document, (i) all matters at the Serial Closing and any “Serial Closing” pursuant to any Other PSA that take place on the same date will be considered to take place simultaneously and (ii) the Serial Closing shall be deemed effective as of the applicable Effective Time.
Neither the Sellers nor the Buyer may rely on the failure of any condition set forth in this Article V to be satisfied if such failure was caused by such party’s failure to act in good faith or to use commercially reasonable efforts to cause the applicable conditions to Closing (or Serial Closing, as applicable) of the other party to be satisfied.
If the Sellers are unable to discharge all Title Objections prior to the Initial Closing Date or any applicable Serial Closing Date, and the Buyer does not waive any such Title Objection, then the applicable Property that is subject to such Title Objection and the Asset-Related Property with respect to such Property shall constitute a “Deferred Asset” and be subject to the provisions of Section 2.5. The Buyer shall have the right at any time to waive any objections that it may have made.
For the avoidance of doubt, the closing deliverables contemplated to be delivered by each of the Buyer and the Sellers at the Initial Closing in accordance with, in the case of the Buyer, Sections 6.1(a)(iii), (iv) and (v), and in the case of the Sellers, Sections 6.2(a)(iii), (iv) and (v) shall not be delivered at the Initial Closing and instead shall be delivered at the second Serial Closing at which the Platform-Related Assets shall be purchased and sold otherwise in conformance with the Agreement.
In the event the Platform-Related Assets are not purchased and sold at the Initial Closing, then such Platform-Related Assets shall constitute Deferred Assets for purposes of the Agreement and the sale and purchase of the Platform-Related Assets, and the assumption of the Assumed Liabilities associated therewith, shall take place at the second Serial Closing in accordance with Section 2.5 of the Agreement.