Stage II Closing Date definition
Examples of Stage II Closing Date in a sentence
Notwithstanding any provision to the contrary in this Article VIII or the Investment Agreement, prior to the earlier date to occur of the Stage II Closing Date or the first anniversary of the Stage I Closing Date, no Partner shall have the right to transfer any of the Partnership Interest in the Company held by such Partner, except to a Wholly-Owned Subsidiary of such Partner made in accordance with the provisions of Section 8.2(a) below or to an Affiliate of such Partner pursuant to Section 8.2(b) below.
The representations and warranties of Heartland and CS Wireless contained in this Agreement shall be complete and correct in all material respects when made and at the Stage II Closing Date (except to the extent that such representations and warranties relate specifically to an earlier date).
Each of Heartland and CS Wireless shall have performed and complied in all material respects with all agreements and conditions contained in this Agreement required to be performed or complied with by each of them prior to or on the Stage II Closing Date.
On the Stage II Closing Date, the Stage II Transactions shall (A) be permitted by the laws and regulations of each jurisdiction or Governmental Authority, including, without limitation, the FCC, to which Heartland or CS Wireless or any of their respective affiliates, as the case may be, is subject, and (B) not violate any applicable law or regulation.
Furthermore, ▇▇▇▇ Atlantic shall, and shall cause Cellco to, cooperate with Vodafone and use its commercially reasonable efforts to cause all of the conditions to the obligations of ▇▇▇▇ Atlantic and Vodafone under this Agreement to be satisfied on or prior to the Stage I Closing Date and the Stage II Closing Date, as applicable.
Furthermore, Vodafone shall cooperate with ▇▇▇▇ Atlantic and use its commercially reasonable efforts to cause all of the conditions to the obligations of ▇▇▇▇ Atlantic and Vodafone under this Agreement to be satisfied on or prior to the Stage I Closing Date and the Stage II Closing Date, as applicable.
The RMOP Contributors jointly and severally represent and warrant that, as of each Stage II Closing Date, no RMOP Sub shall be a party to, or have any liability in respect of, (i) any derivative contract, (ii) any employment contract, (iii) any loan (including any loan or other obligation to an Affiliate), other than the applicable Existing Mortgages or (iv) any employment litigation matter, brought against such RMOP Sub, as a defendant.
On or before the Stage II Closing Date, the ▇▇▇▇▇▇ Contributors shall deliver the plans and specifications with respect to the construction work at the ▇▇▇▇▇ Park Property to the Partnership.
CS Wireless acknowledges and agrees that Heartland shall not assume any liabilities, obligations or commitments of CS Wireless or any affiliates thereof relating to or arising out of the operation of the CS Wireless FCC Assets, the CS Leases or Radcliffe Non-FCC Assets prior to the Stage II Closing Date including, without limitation, any liabilities associated with employees arising prior to the Stage II Closing Date who are hired by Heartland from and after the Stage II Closing Date.
During the Contract Period, the applicable Contributors shall pay down the Existing Mortgages such that (i) the Existing Mortgages with respect to the Stage I Properties shall not exceed $16,500,000, in the aggregate on the Stage I Closing Date and (ii) the Existing Mortgages with respect to the Stage II Properties shall not, in the aggregate, exceed the cash and assumed indebtedness portions of the applicable Stage II Consideration, on the applicable Stage II Closing Date.