Common use of Interim Closings Clause in Contracts

Interim Closings. At each Interim Closing, the Buyer shall deliver to the Sellers: (i) an amount in cash (an “Interim Closing Cash Payment”) equal to (A) the applicable Interim Closing Purchase Price, minus (B) the amount of the applicable Estimated Interim Closing Net Working Capital Deficit, if any, plus (C) the amount of the applicable Estimated Interim Closing Net Working Capital Surplus, if any, minus (D) the amount of the applicable Estimated Interim Closing Other Third-Party Brand Deficit, if any, plus (E) the amount of the applicable Estimated Interim Closing Other Third-Party Brand Surplus, if any, minus (F) the amount of the applicable Estimated Interim Closing DP Deficit, if any, plus (G) the amount of the applicable Estimated Interim Closing DP Surplus, if any, minus (H) the amount of the applicable Estimated Interim Closing Residual Transferred Assets Deficit, if any, plus (I) the amount of the applicable Estimated Interim Closing Residual Transferred Assets Surplus, if any, minus (J) the amount of the applicable Estimated Interim Closing Other Assets and Liabilities Deficit, if any, plus (K) the amount of the applicable Estimated Interim Closing Other Assets and Liabilities Surplus, if any, minus (L) the applicable Estimated Interim Closing Retained Assets Amount, plus (M) the applicable 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 applicable Interim Closing Date; (ii) the applicable Interim Closing Xxxx of Sale, Assignment and Assumption Agreement, duly executed by the Buyer; (iii) with respect to each Leased Real Property included within the applicable Interim Closing Transferred Assets, an Assignment and Assumption of Lease, duly executed by the Buyer and, if necessary, the Buyer’s signature shall be witnessed and/or notarized; and (iv) the other documents and certificates required to be delivered pursuant to Section 7.02(b).

Interim Closings. At each Interim Closing, the Buyer Sellers shall deliver or cause to be delivered to the SellersBuyer: (i) an amount in cash (an “a receipt for the applicable Interim Closing Cash Payment”) equal to (A) the applicable Interim Closing Purchase Price, minus (B) the amount of the applicable Estimated Interim Closing Net Working Capital Deficit, if any, plus (C) the amount of the applicable Estimated Interim Closing Net Working Capital Surplus, if any, minus (D) the amount of the applicable Estimated Interim Closing Other Third-Party Brand Deficit, if any, plus (E) the amount of the applicable Estimated Interim Closing Other Third-Party Brand Surplus, if any, minus (F) the amount of the applicable Estimated Interim Closing DP Deficit, if any, plus (G) the amount of the applicable Estimated Interim Closing DP Surplus, if any, minus (H) the amount of the applicable Estimated Interim Closing Residual Transferred Assets Deficit, if any, plus (I) the amount of the applicable Estimated Interim Closing Residual Transferred Assets Surplus, if any, minus (J) the amount of the applicable Estimated Interim Closing Other Assets and Liabilities Deficit, if any, plus (K) the amount of the applicable Estimated Interim Closing Other Assets and Liabilities Surplus, if any, minus (L) the applicable Estimated Interim Closing Retained Assets Amount, plus (M) the applicable 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 applicable Interim Closing Date; (ii) the applicable Interim Closing Xxxx of Sale, Assignment and Assumption AgreementAgreement and all such other deeds, duly executed by bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the Buyerparties and their respective counsel shall deem reasonably necessary or appropriate to vest in the Buyer all right, title and interest in, to and under the applicable Interim Closing Transferred Assets; (iii) with respect to each parcel of Owned Real Property included within the applicable Interim Closing Transferred Assets, a Deed, duly executed and notarized by the applicable Seller, with such modifications as to form (but not the scope of warranty) as are necessary to conform to applicable local requirements; (iv) with respect to each Leased Real Property included within the applicable Interim Closing Transferred Assets, an Assignment and Assumption of Lease, duly executed by the Buyer applicable Seller and, if necessary, the Buyersuch Seller’s signature shall be witnessed and/or notarized; (v) a certificate pursuant to Treasury Regulations Section 1.1445-2(b) executed by each Seller that such Seller is not a foreign person within the meaning of Section 1445 of the Code, together with such other certificates or undertakings as shall be reasonably required to permit the applicable Interim Closing Cash Payment to be paid without provision for withholding Taxes under the Laws of any applicable jurisdiction; provided, that any failure by the Sellers to deliver any such certificates or undertakings at the applicable Interim Closing will not be deemed to constitute the failure of any condition set forth in Article VII, and the Buyer’s sole remedy in respect thereof will be to withhold an appropriate amount of Taxes from the applicable Interim Closing Cash Payment; and (ivvi) the other documents and certificates required to be delivered pursuant to Section 7.02(b7.02(c).

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: (a) the Company shall deliver to each Investor the following (for each Interim Closing, the Buyer “Interim Closing Company Deliverables”): (i) a Convertible Note, in the principal amount of such Investor’s Interim Closing Investment Amount, registered in the name of such Investor; and (b) the Escrow Agent shall deliver to the Sellers:Company in accordance with the Escrow Agreement (for each Interim Closing, the “Interim Closing Investor Deliverables”): (i) an amount in cash (an “the aggregate Interim Closing Cash Payment”) equal to (A) the applicable Interim Closing Purchase Price, minus (B) the amount of the applicable Estimated Interim Closing Net Working Capital Deficit, if any, plus (C) the amount of the applicable Estimated Interim Closing Net Working Capital Surplus, if any, minus (D) the amount of the applicable Estimated Interim Closing Other Third-Party Brand Deficit, if any, plus (E) the amount of the applicable Estimated Interim Closing Other Third-Party Brand Surplus, if any, minus (F) the amount of the applicable Estimated Interim Closing DP Deficit, if any, plus (G) the amount of the applicable Estimated Interim Closing DP Surplus, if any, minus (H) the amount of the applicable Estimated Interim Closing Residual Transferred Assets Deficit, if any, plus (I) the amount of the applicable Estimated Interim Closing Residual Transferred Assets Surplus, if any, minus (J) the amount of the applicable Estimated Interim Closing Other Assets and Liabilities Deficit, if any, plus (K) the amount of the applicable Estimated Interim Closing Other Assets and Liabilities Surplus, if any, minus (L) the applicable Estimated Interim Closing Retained Assets Investment Amount, plus (M) less the applicable Estimated Interim Closing Retained Liabilities Amount, by wire transfer amounts paid to Company Counsel as set forth 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 applicable Interim Closing Date; (ii) the applicable Interim Closing Xxxx Flow of Sale, Assignment and Assumption Agreement, duly executed by the Buyer; (iii) with respect to each Leased Real Property included within the applicable Interim Closing Transferred Assets, an Assignment and Assumption of Lease, duly executed by the Buyer and, if necessary, the Buyer’s signature shall be witnessed and/or notarized; and (iv) the other documents and certificates required to be delivered pursuant to Section 7.02(b)Funds Memorandum.