Flow of Funds Memorandum definition

Flow of Funds Memorandum has the meaning ascribed to such term in Section 1.2.

Flow of Funds Memorandum shall have the meaning set forth in Section 2.3(a).

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.

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 Restatement Date or the Paying Agent’s duties under Section 2.4(G) or the Restatement Date Flow of Funds Memorandum.

• Section 2.4(G) and the Restatement Date Flow of Funds Memorandum set forth all matters pertinent to the escrow of such Advance to be made on the 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.

• 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.

• Under the State Complaint process, there is no formal appeal process for a party to the complaint.

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

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

Flow of Funds Memorandum means a memorandum prepared by Shareholder and approved by Buyer prior to Closing directing how the Cash Purchase Price and Section 338(h)(10) Price Adjustment should be paid and wired at Closing, as well as addressing other flow of funds at Closing.

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

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).