Interim Closings. 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 all (or any portion of) any Limited Partner's Partnership Points, a transfer of any Partnership Points or otherwise), the following shall apply: (i) such transfer shall be deemed to have occurred as of the close of business on the last day of the month in which such change occurred, (ii) the books of account of the Partnership shall be closed effective as of the close of business on the effective date of any such change as set forth in clause (i) and such fiscal year shall thereupon be divided into two or more portions, (iii) each item of income gain, loss, deduction shall be determined (on the closing of the books basis) for the portion of such fiscal year ending with the date on which the books of account of the Partnership are so closed, and (iv) each such item for such portion of such fiscal year shall be allocated (pursuant to the provisions of Section 4.2(c) hereof) to those persons who were Partners during such portion of such fiscal year in accordance with their respective Partnership Points during such period.
Interim Closings. At each Interim Closing, the Sellers shall deliver or cause to be delivered to the Buyer:
Interim Closings. An interim closing ("Interim Closing") shall occur (i) on or prior to March 31, 2002 and (ii) on or prior to June 30, 2002. At each Interim Closing, the parties will execute and deliver (i) assignments and assumptions of the ROEs and Subscriber Agreements with respect to the MDU Properties described in the Take-Down Schedule as being completed prior to such Closing, and (ii) the documents contemplated by Sections 5.2.1 and 5.2.2 and by Articles X and XI.
Interim Closings. On the Business Day which is the Sellers’ last accounting day in the fiscal month commencing with January 2017 in which the conditions set forth in Article VII that are contemplated to be satisfied prior to any Interim Closing are satisfied or are waived by the party entitled to grant such waiver, or on such other date as the Sellers and the Buyer may agree, the sale and purchase of the applicable Interim Closing Transferred Assets and the assumption of the applicable Interim Closing Assumed Liabilities contemplated by this Agreement shall take place at one (1) or more closings (each, an “Interim Closing”) that will be held at the offices of King & Spalding LLP, 0000 Xxxxxxxxx Xxxxxx XX, Xxxxxxx, XX 00000, at 9:00 a.m. Eastern Time or such other place, time or means (including electronically) as the Sellers and the Buyer may agree in writing; provided, that the second Interim Closing will occur no earlier than the Sellers’ last accounting day in the fiscal month commencing with March 2017. The date on which an Interim Closing takes place is referred to herein as an “Interim Closing Date”.
Interim Closings. If the Company delivers an Adjustment Notice to the Investors, then, subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue to each Investor a Replacement Warrant to acquire that number of Replacement Warrant Shares equal to the sum of such Investor's Daily Replacement Share Numbers for each day during the applicable Measurement Period on which such Investor delivered an Exercise Notice (as defined in the Initial Warrants) (whether pursuant to Section 1(a) or otherwise), with an exercise price per Replacement Warrant Share equal to the Exercise Price as of the applicable Interim Closing Date (each an "INTERIM CLOSING," and together with the Final Closing, the "CLOSINGS").
Interim Closings. (i) Not less than five (5) Business Days prior to each applicable 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 in the applicable Interim Closing Territory as of the applicable 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 in the applicable
Interim Closings. At any time prior to the date of the Second Closing, holders of a majority-in-interest of the principal amount then outstanding under the Notes may by written consent delivered to the Company (each, an “Interim Closing Notice”) require one or more interim closings (each, an “Interim Closing”), subject to the terms and conditions set forth in this Agreement, including the applicable Conditions Precedent to Closing set forth in Article V, at which time the Company shall issue and sell to each Investor, and each Investor shall, severally and not jointly, purchase from the Company, Convertible Notes on a pro rata basis in an aggregate amount identified in the Interim Closing Notice (in each case, the “Interim Closing Investment Amount”). In no event shall the total principal amount under all Convertible Notes issued to any Investor exceed the Aggregate Investment Amount for such Investor set forth on Exhibit A, and in no event shall any Investor be required to purchase Convertible Notes under this Agreement in principal amount that exceeds the Aggregate Investment Amount for such Investor set forth on Exhibit A. To the extent one or more Interim Closings is conducted pursuant to this Agreement, then the principal amount of Convertible Notes to be purchased at the Second Closing shall be correspondingly reduced for each Investor by the principal amount of Convertible Notes purchased by such Investor in one or more Interim Closings. Each Interim Closing shall take place at the offices of Company Counsel on the Interim Closing Date or at such other location or time as the parties may agree. In accordance with the foregoing, at each Interim Closing:
Interim Closings. (i) Not less than five (5) Business Days prior to each applicable 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 in the applicable Interim Closing Territory as of the applicable 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 in the applicable Interim Closing Territory, (A) the applicable Estimated Interim Closing Net Working Capital Amount, (B) (I) the applicable Estimated Interim Closing Net Working Capital Surplus, if any, or (II) the applicable Estimated Interim Closing Net Working Capital Deficit, if any, (C) the applicable Estimated Interim Closing Other Third-Party Brand Amount, (D) (I) the applicable Estimated Interim Closing Other Third-Party Brand Surplus, if any, or (II) the applicable Estimated Interim Closing Other Third-Party Brand Deficit, if any, (E) the applicable Estimated Interim Closing DP Amount, (F) (I) the applicable Estimated Interim Closing DP Surplus, if any, or (II) the applicable Estimated Interim Closing DP Deficit, if any, (G) the applicable Estimated Interim Closing Residual Transferred Assets Amount, (H) (I) the applicable Estimated Interim Closing Residual Transferred Assets Surplus, if any, or (II) the applicable Estimated Interim Closing Residual Transferred Assets Deficit, if any, (I) the applicable Estimated Interim Closing Other Assets and Liabilities Amount, (J) (I) the applicable Estimated Interim Closing Other Assets and Liabilities Surplus, if any, or (II) the applicable Estimated Interim Closing Other Assets and Liabilities Deficit, if any, (K) the applicable Estimated Interim Closing Retained Assets Amount, (L) the applicable Estimated Interim Closing Retained Liabilities Amount, and (2) the unaudited balance sheet with respect to the portion of the Business conducted in the applicable Interim Closing Territory as of the Business Day that is the Sellers’ last accounting day in the fiscal month prior to the fiscal month in which the applicable Interim Closing occurs determined consistent with the Agreed Financial Methodology (an “Estimated Interim Closing Date Unaudited Balance Sheet”). All estimates set forth in the applicable Estimated Interim Closing Statement contemplated by clauses (...
Interim Closings. (a) The Board of Directors, from time to time prior to the Final Closing, may request that one or more disbursements (“Liquidity Disbursements”) be made from the Escrow Account to the Company to ensure the Company’s compliance with the Minimum Liquidity Covenant in the Loan Modification Agreements; provided, that the aggregate of all such Liquidity Disbursements Amounts may not exceed $7,000,000.
Interim Closings. The Company shall have the ability to effectuate interim Closings under this Agreement, provided, that the minimum amount upon which the Company may effectuate any Closing shall be $8,000,000.
