Procedures Memorandum means the Operating and Administrative Procedures Memorandum as amended or varied from time to time (in respect of any Tranche) by agreement between the Issuer and the relevant Dealer or Lead Manager with the approval in writing of the Agent;
Funds Flow Memorandum means the memorandum setting forth the flow of funds at closing and the funding of the Term A Loans and Term B Loans, as approved by the Administrative Agent, and a related letter of direction.
Restructuring Transactions Memorandum means a document, to be included in the Plan Supplement, that sets forth the material components of the Restructuring Transactions and a description of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan, including the reorganization of the Debtors and issuance of the New Valaris Equity, through the Chapter 11 Cases, the Plan, or any Implementation Mechanism (including, in the United Kingdom, through the Administration).
Process Memorandum means this document including all the appendices hereto, for the purposes of setting out the process for submission of a bid and selection of successful bid in accordance with the provisions of the IBC and shall include all supplements, modifications, amendments, alterations or clarifications there to issue in accordance with the terms hereof.
Handover Memorandum shall have the meaning set forth in Clause 8.2;
Risk Disclosure Statement means the document setting out general information in respect of the risks associated with utilising our Services;
Financial Projections has the meaning provided in Section 5.07(b).
Financial Model means the financial model adopted by Senior Lenders, setting forth the capital and operating costs of the Project and revenues therefrom on the basis of which financial viability of the Project has been determined by the Senior Lenders, and includes a description of the assumptions and parameters used for making calculations and projections therein;
Explanatory Memorandum means this explanatory memorandum.
Financial Monitoring Report or “FMR” means each report prepared in accordance with Section 4.02 of this Agreement;
Financial Agreement means an agreement that meets the
Information Memorandum means the Confidential Information Memorandum dated March, 2011 relating to the Borrower and the Transactions.
Financial Information has the meaning set forth in Section 4.5(b).
the Memorandum means the Memorandum of Association of the Academy Trust;
Applicable Financial Statements means, as at any date, the most-recent audited financial statements of the Borrower delivered to the Lenders; provided that if immediately prior to the delivery to the Lenders of new audited financial statements of the Borrower a Material Adverse Change (the “Pre-existing MAC”) shall exist (regardless of when it occurred), then the “Applicable Financial Statements” as at said date means the Applicable Financial Statements in effect immediately prior to such delivery until such time as the Pre-existing MAC shall no longer exist.
Accounting Manual means the latest version of the document titled “Accounting for Parents and Citizens Associations” that is published by the Department of Education as amended from time to time.
Accounting Information means (a) the annual audited consolidated financial statements of the Group and (b) the quarterly unaudited consolidated financial statements of the Group, each as provided or (as the context may require) to be provided to the Bank in accordance with clause 5.1.4;
Disclosure Statement means the related disclosure statement with respect to the Plan.
Base Case Financial Model means a financial model prepared by the Borrower forecasting cash flows, including all funding sources and expenditures of the Project and the availability of Sales Tax Revenues and Debt Service for time periods through the Final Maturity Date and based upon assumptions and methodology provided by the Borrower and acceptable to the TIFIA Lender as of the Effective Date, which model shall be provided to the TIFIA Lender as a fully functional Microsoft Excel – based financial model or such other format requested by the TIFIA Lender.
Pricing Disclosure Package means any Issuer General Use Free Writing Prospectus issued at or prior to the Applicable Time, the Pricing Prospectus and the information included on Schedule 2-A hereto, all considered together.
Financial Data means any financial and market data, price quotes, news, analyst opinions, research reports, signals, graphs or any other data or information whatsoever available through the Trading Platform.
Company Financial Information As defined in Section 2(a)(ii).
Closing Memorandum means the form of closing memorandum to be prepared by Apple for the Closing under this Agreement in which are included the forms of certificates of officers, the opinions of counsel and certain other documents to be delivered at the Closing as provided in Article VII.
Financial Statement has the meaning set forth in Section 4(g) below.
Borrower Financial Statements has the meaning assigned to such term in Section 4.4(a).
Annual Financial Information means annual financial information as such term is used in paragraph (b)(5)(i) of the Rule and specified in Section 3(a) of this Disclosure Agreement.