Flow of Funds Memorandum. The Administrative Agent shall have received a flow of funds memorandum outlining the use of the Loans (which use shall be in compliance with Section 6.19), in form and substance satisfactory to the Administrative Agent.
Flow of Funds Memorandum. Parent and the Company shall have executed and delivered a mutually agreeable Flow of Funds Memorandum setting forth certain payments to be made by Parent concurrently with the Closing (the “Flow of Funds Memorandum”).
Flow of Funds Memorandum. Purchaser shall have received a duly executed counterpart of a flow of funds memorandum, in substantially the form attached hereto as Exhibit D (the “Flow of Funds Memorandum”), executed by the Company and Seller;
Flow of Funds Memorandum. The Administrative Agent shall have received a flow of funds memorandum reflecting any Loans to be made hereunder on the Effective Date, the proceeds of the issuance of the 2010 Notes and the New Equity, and intercompany transfers to be made on the Effective Date, all payments to be made by or on behalf of any Loan Party under the APA on the Effective Date and all other payments to be made with the proceeds of any Loans or the proceeds of the issuance of the 2010 Notes or the New Equity.
Flow of Funds Memorandum. A fully executed flow of funds memorandum.
Flow of Funds Memorandum. The Buyer shall have executed and delivered the Flow of Funds Memorandum.
Flow of Funds Memorandum. This Flow of Funds Memorandum (this “Memorandum”) sets forth the transfer procedures in connection with the purchase of certain assets of Boise Cascade, L.L.C. (“Boise LLC”), by Aldabra 2 Acquisition Corp. (“Aldabra”, and upon consummation of the transactions contemplated by the Purchase and Sale Agreement (as defined below), “Boise Inc.”), Aldabra Holding Sub LLC, a wholly owned subsidiary of Aldabra (“Aldabra Holding Sub”), and Aldabra Sub LLC, a wholly owned subsidiary of Aldabra Holding Sub (“Aldabra Sub”). Capitalized terms used in Sections 2 and 3 of this Memorandum but not otherwise defined herein shall have the meanings given to such terms in the Purchase and Sale Agreement (as defined below).
Flow of Funds Memorandum. The Ski Purchaser Closing Consideration, the Canadian Purchaser Closing Consideration and the Attractions Purchaser Closing Consideration shall be paid to the Company, as agent for the Sellers, as set forth in a flow of funds memorandum, in form and substance mutually satisfactory to the Company and the Purchasers, which shall specify in reasonable detail the payments to be made by the Ski Purchaser and the Attractions Purchaser to the Company at the Closing.
Flow of Funds Memorandum. Not later than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to Purchaser a flow of funds memorandum certified by the Seller Representative and the Chief Financial Officer of the Company containing the Company’s good faith estimate (including all calculations in reasonable detail) of: (a) the Net Working Capital (“Estimated Net Working Capital”), together with an estimated unaudited balance sheet of the Company Parties on a consolidated basis as of the Effective Time (“Estimated Closing Date Balance Sheet”); (b) the Indebtedness Amount (the “Estimated Indebtedness Amount”) together with a listing of the individual accounts, their payees and the amounts due to each in respect thereof and payoff letters from the Company’s lenders with respect to the Indebtedness to be paid at the Closing; (c) the Company Party Transaction Expenses (the “Estimated Company Party Transaction Expenses”) together with a listing of the individual accounts, their payees and amounts due to each in respect thereof; (d) the Redemption Payment Amount due to each Preferred Unit Holder and each Junior Preferred Unit Holder; (e) the amount of the Closing Bonus Payments and each recipient thereof; and (f) based on the foregoing, the amount of the Closing Purchase Price and the allocation of the Closing Purchase Price allocated to the Sellers pursuant to the Consideration Waterfall attached to the statement and prepared in a manner consistent with the Estimated Consideration Waterfall (such statement, the “Flow of Funds Memorandum”). With respect to the Estimated Net Working Capital, the Flow of Funds Memorandum will be prepared applying the definition of Net Working Capital contained herein. These calculations will be used in connection with the payments described in Section 1.2. The Flow of Funds Memorandum also will contain wire instructions for all of the foregoing payments (or instructions to pay certain amounts by check).
Flow of Funds Memorandum. The Company and the Company Stockholders shall have executed and delivered the flow of funds memorandum, in substantially the form set forth as Exhibit J (the “Flow of Funds Memorandum”).
