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 have taken place.
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. 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. 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 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. At the Interim Closing, the Buyer shall deliver to the Sellers:
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."
Interim Closing. If the Closing has not taken place by the Interim --------------- Closing Deadline (as defined below) due to any reason other than failure to satisfy the conditions set forth in Section 10.1 below, ZSPN may elect, in its discretion, to waive the IPO as a condition to Closing and to require Entravision to proceed, within fifteen (15) days of written notice delivered by hand to Entravision by ZSPN, with the Closing of the Contemplated Transactions and the closing of the Roll-Up (the "Interim Closing") on the terms set forth herein and the Exchange Agreement with the following modifications to the Contemplated Transactions: (i) Ninety Million Dollars ($90,000,000.00) of the Cash Consideration Value will be paid in cash with the remaining portion of the Cash Consideration Value payable by issuance of PIK Preferred Stock in Entravision, which will be issued by Entravision in accordance with the terms of the Certificate of Designation of Preferences and Rights (the "Certificate"), substantially in the form attached hereto as Exhibit "F" and incorporated herein by this reference, and ----------- (ii) following the Interim Closing, Entravision, Acquisition Co. and ZSPN shall continue to use Best Efforts to complete the IPO at the earliest practicable time, at which time the PIK Preferred Stock of Entravision issued to the Stockholders will be fully redeemed in accordance with the Certificate. In the event of an Interim Closing, all references in this Agreement to the Closing (except as expressly provided herein) shall apply to the Closing. The Interim Closing Deadline shall mean September 30, 2000 or, if the lead underwriter in the IPO advises ZSPN in writing on one (1) or more occasions that the marketing of the IPO has commenced or is expected to commence in the near future and that consummation of the Roll-Up would interfere in a material fashion or jeopardize the consummation of the IPO, such later date or dates (but not later than December 15, 2000) as may be specified by the lead underwriter from time to time in order to avoid such interference.
