Interim Closing Clause Samples
The Interim Closing clause establishes a temporary or preliminary closing event before the final completion of a transaction. In practice, this clause allows certain assets, obligations, or rights to be transferred or assumed at an earlier stage, while other aspects of the deal remain pending until the final closing. For example, parties might use an interim closing to transfer operational control or specific assets to the buyer while regulatory approvals or other conditions are still being finalized. The core function of this clause is to provide flexibility and facilitate the timely execution of critical parts of a transaction, thereby reducing delays and managing risks associated with waiting for all closing conditions to be satisfied.
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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. A. Subject to Section 3B, contemporaneously with the Second Closing on or about December 15, 2014 but in no event later than December 19, 2014 (such date, the “Interim Closing Date”), (a) MSI shall contribute $10,000,000 in cash in immediately available funds as a Capital Contribution to the Company (such Capital Contribution, the “MSI Interim Closing Contribution”), and (b) the Company shall issue to MSI 283,414 Series A-2 Units pursuant to the terms of the LLC Agreement (clauses (a) and (b), collectively, the “Interim Closing” and the transactions contemplated thereby, the “Interim Closing Transactions”), with the result being that, after giving effect to the MSI November Contribution, the MHR November Contribution, the Adjustment Amendment and the Interim Closing, MSI (together with any of its Affiliated Members or Permitted Transferees) shall own 44.34% of the Class A Common Units and MHR (together with any of its Affiliated Members or Permitted Transferees) shall own 54.10% of the Class A Common Units and the Members’ Schedule shall be deemed to be amended (without any further action) with the changes set forth in the applicable column on Schedule I hereto; provided, however, if either MHR or MSI makes any disproportionate Capital Contribution between the date hereof and the Interim Closing Date in accordance with the LLC Agreement (other than the MSI November Contribution, MHR November Contribution and/or MSI Interim Closing Contribution), then the 44.34% and 54.10% ownership percentages referred to above shall be adjusted in accordance with the LLC Agreement. Notwithstanding anything to the contrary set forth in this letter agreement or any other Transaction Document, the MSI Interim Closing Contribution will not be subject to MHR’s right to make a MHR Catch-Up Contribution pursuant to Section 5.5 of the LLC Agreement.
B. MSI’s obligation to consummate the MSI Interim Closing Contribution shall be subject to the satisfaction (or waiver by MSI in writing in its sole discretion) of each of the following conditions, in each case after taking the transactions contemplated by this letter agreement, the Adjustment Amendment, and the other documents executed and delivered in connection herewith into account: (i) the representations and warranties of MHR and the Company contained in Article IV of the Transaction Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Mat...
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. The Interim Closing shall have taken place.
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. 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. 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. At the Interim Closing, the Buyer shall deliver to the Sellers:
(i) an amount in cash (the “Interim Closing Cash Payment”) equal to (A) the Interim Closing Purchase Price, minus (B) the amount of the Estimated Interim Closing Net Working Capital Deficit, if any, plus (C) the amount of the Estimated Interim Closing Net Working Capital Surplus, if any, minus (D) the amount of the Estimated Interim Closing Other Third-Party Brand Deficit, if any, plus (E) the amount of the Estimated Interim Closing Other Third-Party Brand Surplus, if any, minus (F) the amount of the Estimated Interim Closing DP Deficit, if any, plus (G) the amount of the Estimated Interim Closing DP Surplus, if any, minus (H) the amount of the Estimated Interim Closing DP COGS Adjustment Deficit, if any, plus (I) the amount of the Estimated Interim Closing DP COGS Adjustment Surplus, if any, minus (J) the amount of the Estimated Interim Closing Residual Transferred Assets Deficit, if any, plus (K) the amount of the Estimated Interim Closing Residual Transferred Assets Surplus, if any, minus (L) the amount of the Estimated Interim Closing Other Assets and Liabilities Deficit, if any, plus (M) the amount of the Estimated Interim Closing Other Assets and Liabilities Surplus, if any, minus (N) the Estimated Interim Closing Retained Assets Amount, plus (O) the Estimated Interim Closing Retained Liabilities Amount, by wire transfer in immediately available funds, to an account or accounts as directed by the Sellers, provided that the Sellers will designate such account or accounts no later than three (3) Business Days prior to the anticipated Interim Closing Date;
(ii) the Interim Closing ▇▇▇▇ of Sale, Assignment and Assumption Agreement, duly executed by the Buyer;
(iii) the other documents and certificates required to be delivered pursuant to Section 7.02(b).
Interim Closing. The Parties agree that no later than February 28, 2007, 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.”