Flow of Funds Memorandum definition

Flow of Funds Memorandum has the meaning set forth in Section 7.2(i).

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).

Examples of Flow of Funds Memorandum in a sentence

• Under no circumstance will the Paying Agent be deemed to be a fiduciary to any Person with respect to the Advance to be made on the Second Amendment and Restatement Date or the Paying Agent’s duties under Section 2.4(G) or the Second Amendment and Restatement Date Flow of Funds Memorandum.

• The Cash Compensation shall be paid in accordance with the Flow of Funds Memorandum attached hereto and to be delivered to the Escrow Agent prior to Closing (the “Flow of Funds Memorandum”).

• A total of $175,000 of such fees shall be paid to Maxim in accordance with the Flow of Funds Memorandum, and the remaining $60,000 balance shall be paid out of the proceeds from the Company’s next primary offering on Form S-1.

• The Company also agrees to reimburse Maxim at each Closing for all of Xxxxx’s reasonable accountable expenses, including, without limitation, fees and disbursements of Maxim’s counsel and all travel and other out-of-pocket expenses, incurred by Maxim in connection with the Placement, up to a maximum aggregate amount of $50,000 which shall be paid in accordance with the Flow of Funds Memorandum.

• Section 2.4(G) and the Second Amendment and Restatement Date Flow of Funds Memorandum set forth all matters pertinent to the escrow of such Advance to be made on the Second Amendment and Restatement Date contemplated hereunder, and no additional obligations of the Paying Agent with respect thereto shall be inferred or implied from the terms of this Agreement or any other agreement.

More Definitions of Flow of Funds Memorandum

Flow of Funds Memorandum has the meaning ascribed to such term in Section 1.3.

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 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.

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

Flow of Funds Memorandum means a flow of funds memorandum substantially in the form attached to the Disclosure Letter as Exhibit D.

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