Common use of Interim Closing Clause in Contracts

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 Material Adverse Effect, which representations and warranties shall be true in all respects) at and as of the Interim Closing Date, after taking into account any updates made to the disclosure schedules pursuant to Section 9.13 of the Transaction Agreement (provided, that, notwithstanding anything to the contrary set forth herein, if any such updates constitute a Material Update (as defined in the Transaction Agreement), then MSI shall have the right, in accordance with Section 9.13(a)(i) of the Transaction Agreement, to terminate (x) Section 2.3 of the Transaction Agreement and (y) any and all obligations to consummate the Interim Closing Transactions), as if made at and as of such date, except that representations and warranties made as of a specified date need be true only as of that date, (ii) MHR and the Company shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by MHR and the Company under each Transaction Document on or prior to the Interim Closing Date, (iii) neither MHR nor the Company shall be in material breach of any Transaction Document (as defined in the Transaction Agreement) as of the Interim Closing Date, (iv) a Material Adverse Effect (as defined in the Transaction Agreement) shall not have occurred and be continuing as of the Interim Closing Date, (v) no MHR Default shall have occurred, (vi) MHR shall have consummated the MHR November Contribution (unless the failure to consummate the MHR November Contribution was the result of a breach by MSI in making the MSI November Contribution, (vii) the Debt Condition (as defined in Section 13 below) shall have been satisfied, (viii) there shall have been no material adverse change to the 2014 Projects (but ignoring for this clause the costs identified on Schedule 2) and (ix) MHR shall have delivered to MSI a certificate in a form reasonably satisfactory to MSI, dated as of the Interim Closing Date and executed by the chief executive officer of MHR, stating that, as of the Interim Closing Date and after taking into account the transactions contemplated by this letter agreement and the other agreements executed and delivered in connection herewith, (A) the conditions specified in clauses (i), (ii), (vi) and (viii), of this sentence have been satisfied, and (B) to the Knowledge (as defined in the Transaction Agreement) of MHR, the conditions specified in clauses (iv) and (vii) of this sentence has been satisfied. In addition, as a condition to the Company’s obligation to issue the Series A-2 Units described above in connection with the MSI Interim Closing Contribution, MSI must deliver to the Company a MSI Closing Certificate dated as of the Interim Closing Date. C. Unless otherwise agreed to by MSI in writing in its sole discretion, the amount contributed by MSI to the Company in connection with the MSI Interim Closing Contribution shall be used solely to fund amounts due in respect of the 2014 Projects or other items indicated on Schedule 2 attached hereto. D. The parties hereby agree that the provisions of Section 9.13 of the Transaction Agreement shall apply to the Interim Closing Date in all respects, and Section 9.13 of the Transaction Agreement may be read to insert “Interim Closing Date” and “Interim Closing Transactions” in every instance where “Second Closing Date” and “Second Closing” is written, respectively, for purposes of this letter agreement.

Interim Closing. A. Subject 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 3B10.1 below, contemporaneously 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 Second Closing of the Contemplated Transactions and the closing of the Roll-Up (the "Interim Closing") on or about December 15, 2014 but in no event later than December 19, 2014 the terms set forth herein and the Exchange Agreement with the following modifications to the Contemplated Transactions: (such date, i) Ninety Million Dollars ($90,000,000.00) of the “Interim Closing Date”), (a) MSI shall contribute $10,000,000 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 immediately available funds as a Capital Contribution to the Company (such Capital ContributionEntravision, the “MSI Interim Closing Contribution”), and (b) the Company shall issue to MSI 283,414 Series A-2 Units pursuant to which will be issued by Entravision in accordance with the terms of the LLC Agreement Certificate of Designation of Preferences and Rights (clauses (a) and (bthe "Certificate"), collectivelysubstantially in the form attached hereto as Exhibit "F" and incorporated herein by this reference, 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 ----------- (ii) following the Interim Closing, MSI (together with any 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 its Affiliated Members or Permitted Transferees) shall own 44.34% of Entravision issued to 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 Stockholders will 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 fully redeemed in accordance with the LLC Certificate. In the event of an Interim Closing, all references in this 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 discretionexcept as expressly provided herein) 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 Material Adverse Effect, which representations and warranties shall be true in all respects) at and as of the Interim Closing Date, after taking into account any updates made to the disclosure schedules pursuant to Section 9.13 of the Transaction Agreement (provided, that, notwithstanding anything to the contrary set forth herein, if any such updates constitute a Material Update (as defined in the Transaction Agreement), then MSI shall have the right, in accordance with Section 9.13(a)(i) of the Transaction Agreement, to terminate (x) Section 2.3 of the Transaction Agreement and (y) any and all obligations to consummate the Interim Closing Transactions), as if made at and as of such date, except that representations and warranties made as of a specified date need be true only as of that date, (ii) MHR and the Company shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by MHR and the Company under each Transaction Document on or prior to the Interim Closing Date, (iii) neither MHR nor the Company shall be in material breach of any Transaction Document (as defined in the Transaction Agreement) as of the Interim Closing Date, (iv) a Material Adverse Effect (as defined in the Transaction Agreement) shall not have occurred and be continuing as of the Interim Closing Date, (v) no MHR Default shall have occurred, (vi) MHR shall have consummated the MHR November Contribution (unless the failure to consummate the MHR November Contribution was the result of a breach by MSI in making the MSI November Contribution, (vii) the Debt Condition (as defined in Section 13 below) shall have been satisfied, (viii) there shall have been no material adverse change to the 2014 Projects (but ignoring for this clause the costs identified on Schedule 2) and (ix) MHR shall have delivered to MSI a certificate in a form reasonably satisfactory to MSI, dated as of the Interim Closing Date and executed by the chief executive officer of MHR, stating that, as of the Interim Closing Date and after taking into account the transactions contemplated by this letter agreement and the other agreements executed and delivered in connection herewith, (A) the conditions specified in clauses (i), (ii), (vi) and (viii), of this sentence have been satisfied, and (B) to the Knowledge (as defined in the Transaction Agreement) of MHR, the conditions specified in clauses (iv) and (vii) of this sentence has been satisfied. In addition, as a condition to the Company’s obligation to issue the Series A-2 Units described above in connection with the MSI Interim Closing Contribution, MSI must deliver to the Company a MSI Closing Certificate dated as of the Interim Closing Date. C. Unless otherwise agreed to by MSI in writing in its sole discretion, the amount contributed by MSI to the Company in connection with the MSI Interim Closing Contribution shall be used solely to fund amounts due in respect of the 2014 Projects or other items indicated on Schedule 2 attached hereto. D. The parties hereby agree that the provisions of Section 9.13 of the Transaction Agreement shall apply to the Closing. The Interim Closing Date Deadline shall mean September 30, 2000 or, if the lead underwriter in all respects, and Section 9.13 the IPO advises ZSPN in writing on one (1) or more occasions that the marketing of the Transaction Agreement 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 read specified by the lead underwriter from time to insert “Interim Closing Date” and “Interim Closing Transactions” time in every instance where “Second Closing Date” and “Second Closing” is written, respectively, for purposes of this letter agreementorder to avoid such interference.

Interim Closing. A. Subject 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 3B2.2 of this Agreement, contemporaneously with and the Second 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 R▇▇▇ ▇▇▇▇▇ LLP, R▇▇▇ ▇▇▇▇▇ Centre, 2▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, 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 on 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 about December 15at such other place, 2014 but in no event later than December 19, 2014 time and date as the Parties may mutually agree (such date, the “Interim Closing Date”); provided that if, (a) MSI shall contribute $10,000,000 based on market conditions at the relevant time, Federated 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 good faith determines that the Interim Closing Date in accordance with should not occur on the LLC Agreement fifth Business Day referenced above due to potential adverse affects to the Federated Funds (other than the MSI November Contributionor, MHR November Contribution and/or MSI Interim Closing Contributionas applicable, Other Federated Money Market Funds), then Federated may, upon written notice to Parent provided at or before 12 o’clock, Noon, New York time, on 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 Material Adverse Effect, which representations and warranties shall be true in all respects) at and as of the Interim Closing Date, after taking into account any updates made to the disclosure schedules pursuant to Section 9.13 of the Transaction Agreement (provided, that, notwithstanding anything to the contrary set forth herein, if any such updates constitute a Material Update (as defined in the Transaction Agreement), then MSI shall have the right, in accordance with Section 9.13(a)(i) of the Transaction Agreement, to terminate (x) Section 2.3 of the Transaction Agreement and (y) any and all obligations to consummate the Interim Closing Transactions), as if made at and as of such date, except that representations and warranties made as of a specified date need be true only as of that date, (ii) MHR and the Company shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by MHR and the Company under each Transaction Document on or Business Day prior to the Interim Closing Date, (iii) neither MHR nor the Company shall be in material breach of any Transaction Document (as defined in the Transaction Agreement) as of the Interim make a Federated Closing Date, (iv) a Material Adverse Effect (as defined in the Transaction Agreement) shall not have occurred and be continuing as of the Interim Closing Date, (v) no MHR Default shall have occurred, (vi) MHR shall have consummated the MHR November Contribution (unless the failure Election to consummate the MHR November Contribution was the result of a breach by MSI in making the MSI November Contribution, (vii) the Debt Condition (as defined in Section 13 below) shall have been satisfied, (viii) there shall have been no material adverse change to the 2014 Projects (but ignoring for this clause the costs identified on Schedule 2) and (ix) MHR shall have delivered to MSI a certificate in a form reasonably satisfactory to MSI, dated as of postpone the Interim Closing Date and executed by one time for a reasonable period of time until market conditions a▇▇▇▇ (which period of time shall not exceed thirty (30) calendar days following the chief executive officer of MHR, stating that, as of the Interim Closing Date and after taking into account the transactions contemplated by this letter agreement and the other agreements executed and delivered in connection herewith, (A) date on which the conditions specified referenced in clauses (i), (ii), (vi) and (viii), of this sentence have been satisfiedsatisfied 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 the applicable conditions precedent in Article 6 of this Agreement, it is the intention of the Parties to consummate the Interim Closing, and (B) the Parties agree to use commercially reasonable efforts to cause the conditions to the Knowledge (as defined in the Transaction Agreement) of MHR, the conditions specified in clauses (iv) and (vii) of this sentence has been satisfied. In addition, as a condition to the Companyother Party’s obligation to issue the Series A-2 Units described above in connection with the MSI Interim Closing Contribution, MSI must deliver to the Company a MSI Closing Certificate dated as of effect the Interim Closing Dateto be satisfied within a time frame mutually agreed upon by the Parties. C. Unless otherwise agreed to by MSI in writing in its sole discretion, the amount contributed by MSI to the Company in connection with the MSI Interim Closing Contribution shall be used solely to fund amounts due in respect of the 2014 Projects or other items indicated on Schedule 2 attached hereto. D. The parties hereby agree that the provisions of Section 9.13 of the Transaction Agreement shall apply to the Interim Closing Date in all respects, and Section 9.13 of the Transaction Agreement may be read to insert “Interim Closing Date” and “Interim Closing Transactions” in every instance where “Second Closing Date” and “Second Closing” is written, respectively, for purposes of this letter agreement.