Funds Flow Memo definition

Funds Flow Memo means the funds flow memo attached hereto as Schedule C.

Funds Flow Memo shall have the meaning specified in Section 1.3(d)(ii).

Funds Flow Memo means a closing funds flow memorandum mutually agreed upon by the Purchaser and Sellers’ Representative.

Examples of Funds Flow Memo in a sentence

• Agent and Collateral Agent shall have received (vi) in form and substance satisfactory to Agent and Collateral Agent, a duly executed agreement with Annis, Mitchell, Xxxxxx, Xxxxxxx & Xxxxx, P.A. of Tampa, Florida with respect to certain services to be provided thereby to Agent and Collateral Agent, respectively, and (vii) the Funds Flow Memo.

• For purposes of efficiency and convenience only, certain payments and transfers of funds pursuant to the Merger Agreement which are to occur on the Closing Date shall be made in accordance with the Funds Flow Memo notwithstanding that such payments and transfers of funds shall be deemed made in accordance with the Merger Agreement.

• If the Earn-Out Consideration is payable pursuant to this Section 2.4, then Buyer shall pay the Earn-Out Consideration to the Sellers, without interest, no later than five Business Days following the final determination of the Earn-Out Consideration pursuant to this Section 2.4, by wire transfer of immediately available funds to the account or accounts designated in the Funds Flow Memo.

• Agent and Collateral Agent shall have received (vi) in form and substance satisfactory to Agent and Collateral Agent, a duly executed agreement with Annis, Mitchell, Cockxx, Xxwaxxx & Xoehx, X.A. of Tampa, Florida with respect to certain services to be provided thereby to Agent and Collateral Agent, respectively, and (vii) the Funds Flow Memo.

• The parties agree that Purchaser and the Disbursing Agent shall be entitled to rely on the Funds Flow Memo and the Leakage Certificate in making payments under Section 1.3(b)(ii), Section 1.3(b)(iii) and Section 1.3(c)(i) and Purchaser shall not be responsible for the calculations or the determinations regarding such calculations in the Funds Flow Memo or the Leakage Certificate.

More Definitions of Funds Flow Memo

Funds Flow Memo means a funds flow memorandum, in form and substance satisfactory to Agent and Collateral Agent, documenting the sources and applications of funds in respect of the consummation of the Recapitalization Transactions and the payment of the amounts required to be paid hereunder to Agent and Lenders on the Effective Date.

Funds Flow Memo means the charts detailed in Annex G (Funds Flow Memo) showing in relation to each Project the costs to be paid (i) on or about the Issue Date; (ii) upon occurrence of the Release CPs by the Issuer.

Funds Flow Memo as defined in Section 2.2(b).

Funds Flow Memo means that certain memorandum and spreadsheet delivered by the Seller Parties’ Representative to Buyer pursuant to Section 2.03(a) which includes any amounts required to be withheld on the payments made to such Persons and the wiring instructions for such Persons. For clarity, it is contemplated that the Funds Flow Memo will provide an irrevocable direction by Seller to Buyer to make certain payments directly to certain third parties (e.g., lenders), if applicable, for administrative convenience, but that such payments shall be deemed to have been made first to Seller and then subsequently distributed or paid by Seller to such recipients.

Funds Flow Memo means that certain flow of funds memorandum delivered by the Seller Representative to Buyer indicating the amount and wire transfer information for payments to be made by Buyer hereunder.

Funds Flow Memo means that certain flow of funds memo delivered by the Representative to Buyer indicating the amount and the wire transfer information or other information for payments to be made by Buyer to the Shareholders, which Funds Flow Memo will specify a payment to be made by Buyer pursuant to the transaction(s) contemplated herein. “GAAP” U.S. Generally Accepted Accounting Principles.

Funds Flow Memo means the chart showing the Transaction Costs, the Financial Costs, the applicable DSRA Balance Target, the applicable Minimum Positive Balance, the applicable MRA Amount , any SPV Loan to be paid by the Issuer on the Issue Date (as per Annex F) and on each Settlement Date (drafted by the Noteholders in accordance with Annex F).