Flow of Funds Memorandum definition

Flow of Funds Memorandum has the meaning set forth in Section 2.1(a).

Flow of Funds Memorandum has the meaning specified in Section 2.3(c).

Flow of Funds Memorandum means a memorandum prepared by the Company and the Sellers Representative and delivered to Purchaser at least five (5) Business Days prior to the Closing Date, setting forth a good faith estimate (including all calculations in reasonable detail) of: (i) the Preliminary Statement; (ii) the amount of unpaid Sellers Expenses to be paid at the Closing and payment instructions with respect to each party to which such Sellers Expenses are to be paid; (iii) the amount of Change in Control Payments to be paid at the Closing to the Company, for further payment to the employees of the Company entitled to such payments through the Company’s payroll processor, identifying the employees entitled to such payment and the amounts thereof; (iv) the amounts of any unpaid Subsidiary Minority Owner Purchase Price to be paid at Closing and payment instructions with respect thereto; (v) the amount of Indebtedness of the Company as of the Closing Date together with payoff letters (including wire transfer instructions) from each holder of such Indebtedness, which letter shall specify the aggregate amount required to be paid in order to repay in full the Indebtedness related to such payoff letter (including any and all accrued but unpaid interest and prepayment penalty obligations and breakage costs due upon repayment) and payment instructions on the projected Closing Date, as well as the per diem amount to be added thereto in the event that the actual Closing Date is a date subsequent to the projected Closing Date; and (vi) the amount of the Closing Purchase Price Balance to be paid to the Sellers, together with wire instructions for the payment therefor.

Examples of Flow of Funds Memorandum in a sentence

• Notwithstanding any other provision in this Agreement, the Purchaser, the Company and the Sellers shall have the right to deduct and withhold Taxes from any payments to be made hereunder if such withholding is required by Law and to collect any necessary Tax forms, including Form W-9, or any similar information, in consultation with the LLC Seller, and such amounts shall be reflected in the Flow of Funds Memorandum.

• Explore the objectives of state sponsorship of MMT‟s establishment.

• 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”).

• Subject to Section 6.02(l), Parent shall concurrently with the Closing initiate wire transfers in accordance with the Flow of Funds Memorandum to the payees listed therein for such amounts listed therein.

• Except as expressly provided herein, all payments under this Agreement will be made by delivery to the recipient by depositing, by wire transfer, the required amount (in immediately available funds in United States currency) in an account of the recipient, which account will be designated by the recipient in the Flow of Funds Memorandum or otherwise in writing at least three (3) Business Days prior to the date of the required payment.

More Definitions of Flow of Funds Memorandum

Flow of Funds Memorandum means that certain Flow of Funds Memorandum dated on or about the date of the Initial Advance.

Flow of Funds Memorandum means the memorandum to be distributed prior to the Closing and agreed upon by the parties providing the parties with the amounts and wire instructions for the various payments to be made at Closing.

Flow of Funds Memorandum means the flow of funds memorandum and direction dated two Business Days immediately before the Effective Date, as executed by the Company, Flexiti Financial Inc. and the Purchaser, in a form acceptable to Purchaser and FLX Holdco, each acting reasonably.

Flow of Funds Memorandum means that certain Flow of Funds memorandum, dated as of the date hereof, substantially in the form attached hereto as Exhibit J.

Flow of Funds Memorandum means that memorandum, prepared in accordance with Section 1.4 and duly executed by Seller, identifying the payees of the Estimated Closing Price and authorizing Buyer to pay the payees in such amounts and to such accounts as specified therein.

Flow of Funds Memorandum means the funding memorandum delivered to the Class A Equity Investor pursuant to Section 5.3(jj) of the ECCA.

Flow of Funds Memorandum each of the flow of funds memoranda dated as of the First Funding Date and Second Funding Date, as applicable, delivered by the Borrower to the Administrative Agent and the Depositary Agent pursuant to Section 5.2(n) and Section 5.3(d).