Flow of Funds Memorandum definition

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

Flow of Funds Memorandum shall have the meaning set forth in Section 2.03(a).

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

• At the Closing, Buyer shall pay or cause to be paid to Seller, by wire transfer of immediately available funds in accordance with the wire instructions provided by Seller to Buyer prior to Closing in the Flow of Funds Memorandum, the Estimated Closing Payment.

• Regulatory exemptions, for example, are likely to require oversight by an independent entity to ensure a reliable assessment of their results and avoid potential regulatory capture – and a number of countries have already taken steps in that direction.

• At the Closing, Buyer will pay to the Sellers’ Representative on behalf of, and for distribution to, the Sellers in accordance with their Designated Shares an aggregate amount equal to the Estimated Purchase Price, minus the Escrow Amount, by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth in the Flow of Funds Memorandum.

• Within seven Business Days of the Closing Date the Vendors will deliver, or cause the Company’s Counsel to deliver, to the Purchaser copies of the documentation evidencing the outgoing wire transfers made by Company’s Counsel pursuant to the Flow of Funds Memorandum, including the confirmation number for each transaction.

• Offeror will be required to respond to each requirement for P1 and P2.

More Definitions of Flow of Funds Memorandum

Flow of Funds Memorandum has the meaning set forth in Section 9.2(j).

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

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 flow of funds memorandum and direction dated two Business Day immediately before the Effective Date, as executed by the Company, Opco and the Purchaser, in a form acceptable to Purchaser and the Company, each acting reasonably.

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).

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