Structure Memorandum Clause Samples
A Structure Memorandum clause defines the organizational and operational framework for a transaction or project, outlining how the parties will structure their relationship and responsibilities. This clause typically details the roles of each party, the flow of funds, and the sequence of key steps or deliverables, often referencing attached diagrams or schedules for clarity. Its core function is to ensure all parties have a shared understanding of the transaction's structure, reducing the risk of misunderstandings and facilitating smooth execution.
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Structure Memorandum. The Parent shall not amend the Structure Memorandum in a way that is reasonably likely to be materially prejudicial to the interests of the Lenders without the consent of the Majority Lenders (acting reasonably).
Structure Memorandum. (a) In the case of the Company only, the Structure Memorandum shows all members of the Plc Group (including, without limitation all partnerships and joint ventures) and contains descriptions which in all material respects are true, complete and correct of the corporate ownership structure of the Plc Group and all material intercompany loans as at 29th December, 2001.
Structure Memorandum. If any significant reorganisational steps are undertaken or any significant disposals or transfers occur the Company will promptly provide the Facility Agent with an updated Structure Memorandum reflecting such transactions.
Structure Memorandum. In the case of the Company and the Parent only and as at the First Drawdown Date:
(a) the Group structure chart delivered to the Facility Agent under Part I of Schedule 2 (Conditions Precedent Documents) shows all members of the Group, and contains descriptions which in all material respects are true, complete and correct of the corporate ownership structure of the Group, as it will be immediately after the First Drawdown;
(b) the Structure Memorandum sets out (together with the Funds Flow Statement) every material step to be taken at or before the First Drawdown for the purpose of achieving the First Drawdown;
(c) the Structure Memorandum reflects (together with the Funds Flow Statement) all payments and discharges of indebtedness individually in excess of €1,000,000 (or its equivalent) due to be made at or about the First Drawdown by any party to the Transaction Documents in connection with the transactions and matters contemplated thereby; and
(d) the Structure Memorandum shows in all material respects the steps which members of the Group are anticipated to undertake and payments which members of the Group are anticipated to make as part of the Debt Pushdown.
Structure Memorandum. (a) In this Subclause, Structure Memorandum means the chart set out in Schedule 11 (Structure Memorandum).
(b) In the case of the Company only, the Structure Memorandum, shows all members of the Group as it will be constituted on and immediately after the Refinancing Date and is accurate in all material respects.
Structure Memorandum. (i) The Structure Memorandum contains descriptions which in all material respects are true, complete and correct of the corporate ownership structure
Structure Memorandum. As at the date hereof and the first Borrowing Date, the Structure Memorandum:
(a) the Group structure chart delivered to the Agent shows all members of the Group, and contains descriptions which in all material respects are true, complete and correct of the corporate ownership structure of the Group, as it will be immediately after the initial Borrowing;
(b) the Structure Memorandum (together with the Funds Flow Statement) shows or describes all loans in an amount of €5,000,000 (or its equivalent) or more between Holdings, the Company or Newco 2 and any other member of the Group as they will be immediately after the initial Borrowing;
(c) the Structure Memorandum sets out (together with the Funds Flow Statement) every material step to be taken at or before the initial Borrowing for the purpose of achieving the initial Borrowing;
(d) the Structure Memorandum reflects (together with the Funds Flow Statement) all payments and discharges of indebtedness in excess of €1,000,000 (or its equivalent) due to be made at or about the initial Borrowing by any party to the Transaction Documents in connection with the transactions and matters contemplated thereby; and
(e) the Structure Memorandum shows in all material respects the steps which members of the Group are anticipated to undertake and payments which members of the Group are anticipated to make as part of the planned Debt Pushdown (as defined in the Senior Facilities Agreement).
Structure Memorandum. Each Obligor shall use its best efforts to timely comply with each step or action as set out in the Structure Memorandum.
Structure Memorandum. Payment of all fees payable under Clause 23 (fees) and expenses payable under Clause 24.1(a) (Initial and Special Costs)
Structure Memorandum. (i) All those matters (including, without limitation, capitalisations, reorganisations, transfers, debt repayments and receipts) as described in the Structure Memorandum which are indicated in the Structure Memorandum to occur prior to or at or immediately after first Utilisation hereunder have been or will at or immediately after such Utilisation Date be completed in all material respects as contemplated thereby. Each flow of funds shown in the Structure Memorandum as occurring prior to or at or immediately after first Utilisation hereunder has been or will be completed substantially as contemplated in the Structure Memorandum.
(ii) The Structure Memorandum contains descriptions which (insofar as they relate to it and its Subsidiaries or any joint venture) in all material respects are true, complete and correct, of the corporate ownership structure of the Group (including details of any minority shareholders in any member of the group held by any person who is not a member of the Group).