Interim Closing. Each of the parties hereto who is a Partner pursuant to the Fourth Partnership Agreement prior to this Amendment agrees that it will be allocated income or loss for tax purposes pursuant to an interim closing of the books as of the date hereof pursuant to the relevant provisions of the Fourth Partnership Agreement.
Interim Closing. Acquirors and Sellers shall use commercially reasonable efforts to cause any applicable TGE Entity to allocate all items of its income, gain, loss, deduction and credit allocable to the applicable Subject Interests between Acquirors and Sellers based on the “interim closing method” under Section 706 of the Code and the Treasury Regulations thereunder.
Interim Closing. The Interim Closing shall be for $400,000 aggregate principal amount of Debentures, and shall occur on or before the third (3rd) Trading Day following the Registration Statement Filing Date.
Interim Closing. The Interim Closing shall have taken place.
Interim Closing. On or before November 6, 1998 HVI shall deliver to the Company $1,000,000, in immediately available funds and in exchange receive a certificate representing 333,333 Shares of the Common Stock therefore (the "Interim Closing"). The performance by HVI of its obligations under this Section 2.2 is a condition precedent to all further obligations of the Company under this Agreement.
Interim Closing. In the event that during any calendar month (or any fiscal year) there is any change of Partners or Partnership Points (whether as a result of the admission of an Additional Limited Partner, the redemption by the Partnership of any Partnership Points, a transfer of any Partnership Points or otherwise, but not as a result of vesting in accordance with the provisions of Exhibit A of Partnership Points issued upon execution of the agreement or in accordance with Section 6.5(e), the following shall apply: (i) the books of account of the Partnership shall be closed effective as of the close of business on the date of any such change and such month (or fiscal year) shall thereupon be divided into two or more portions, (ii) each item of income, gain, loss and deduction shall be determined (on the closing of the books basis) for the portion of such month (or fiscal year) ending with the date on which the books of account of the Partnership are so closed, and (iii) each such item for such portion of such month (or fiscal year)
Interim Closing. Acquiror and Seller shall use commercially reasonable efforts to cause any applicable SRLP Entity to allocate all items of its income, gain, loss, deduction and credit allocable to the applicable Subject Interests based on the “interim closing method” as of the Closing Date under Section 706 of the Code and the Treasury Regulations thereunder.
Interim Closing. The consummation of the Product Asset Transfers that are to be consummated following the First Closing and prior to the Final Closing pursuant to the Transactions contemplated by Section 2.2 of this Agreement, and the transfers of any related Acquired Assets pursuant to the Transactions contemplated in Section 2.1 of this Agreement, (the “Interim Closing”) shall take place at the offices of Rxxx Xxxxx LLP, Rxxx Xxxxx Centre, 200 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxx, XX 00000, at 4:00 p.m., New York time, on the date that is five (5) Business Days following the satisfaction or waiver of all applicable conditions to the consummation of the Transactions to be consummated at the Interim Closing pursuant to this Agreement and the other Transaction Documents (other than those conditions which by their terms are intended to be fulfilled at the Interim Closing) or at such other place, time and date as the Parties may mutually agree (such date, the “Interim Closing Date”); provided that if, based on market conditions at the relevant time, Federated in good faith determines that the Interim Closing should not occur on the fifth Business Day referenced above due to potential adverse affects to the Federated Funds (or, as applicable, Other Federated Money Market Funds), Federated may, upon written notice to Parent provided at or before 12 o’clock, Noon, New York time, on the Business Day prior to the Interim Closing Date, make a Federated Closing Election to postpone the Interim Closing Date one time for a reasonable period of time until market conditions axxxx (which period of time shall not exceed thirty (30) calendar days following the date on which the conditions referenced in this sentence have been satisfied or waived). In the case of a Federated Closing Election, the satisfaction of the conditions to the consummation of the Transactions to be consummated at the Interim Closing (other than those conditions which by their terms are intended to be fulfilled at the Interim Closing) shall be measured as of the date upon which written notice of such Federated Closing Election is delivered to Parent hereunder and not at any subsequent time. Any Party may seek to initiate the Interim Closing by providing written notice to the other Parties hereto that the conditions referenced in the first sentence of this subsection have been satisfied (or, as applicable, would be waived by such initiating Party). For the avoidance of doubt, subject to the satisfaction or waiver of th...
Interim Closing. (i) Not less than five (5) Business Days prior to the Interim Closing Date, the Sellers shall prepare, or cause to be prepared, and will deliver to the Buyer (1) an estimated closing statement with respect to the portion of the Business conducted at the applicable Facility as of the Interim Closing Date (an “Estimated Interim Closing Statement”), signed by an authorized officer of the Sellers (on behalf and in the name of the Sellers), which sets forth solely with respect to the portion of the Business conducted at the applicable Facility, (A) the Estimated Interim Closing Net Working Capital Amount, (B) (I) the Estimated Interim Closing Net Working Capital Surplus, if any, or (II) the Estimated Interim Closing Net Working Capital Deficit, if any, (C) the Estimated Interim Closing Other Third-Party Brand Amount, (D) (I) the Estimated Interim Closing Other Third-Party Brand Surplus, if any, or (II) the Estimated Interim Closing Other Third-Party Brand Deficit, if any, (E) the Estimated Interim Closing DP Amount, (F) (I) the Estimated Interim Closing DP Surplus, if any, or (II) the Estimated Interim Closing DP Deficit, if any, (G) the Estimated Interim Closing DP COGS Adjustment Amount, (H) (I) the amount of the Estimated Interim Closing DP COGS Adjustment Deficit, if any, or (II) the amount of the Estimated Interim Closing DP COGS Adjustment Surplus, if any, (I) the Estimated Interim Closing Residual Transferred Assets Amount, (J) (I) the Estimated Interim Closing Residual Transferred Assets Surplus, if any, or (II) the Estimated Interim Closing Residual Transferred Assets Deficit, if any, (K) the Estimated Interim Closing Other Assets and Liabilities Amount, (L) (I) the Estimated Interim Closing Other Assets and Liabilities Surplus, if any, or (II) the Estimated Interim Closing Other Assets and Liabilities Deficit, if any, (M) the Estimated Interim Closing Retained Assets Amount, and (N) the Estimated Interim Closing Retained Liabilities Amount, and (2) the unaudited balance sheet with respect to the portion of the Business conducted at the applicable Facility as of the Business Day that is the Sellers’ last accounting day in the fiscal month prior to the fiscal month in which the Interim Closing occurs determined consistent with the Agreed Financial Methodology (an “Estimated Interim Closing Date Unaudited Balance Sheet”). All estimates set forth in the Estimated Interim Closing Statement contemplated by clauses (C), (D), (E), (F), (G) and (H) of the prec...
Interim Closing. The Parties agree that no later than December 31, 2004, they shall have executed the Spectrum Lease Agreement and the Management Agreement, and Seller shall have provided to Buyer all equipment and other information required under the Spectrum Lease Agreement and the Management Agreement (the "Interim Closing"). The date of such Interim Closing shall be referred to herein as the "Interim Closing Date."
