Closing Date Flow of Funds Sample Clauses

The "Closing Date Flow of Funds" clause defines the procedures and instructions for the transfer and distribution of funds on the closing date of a transaction. It typically outlines which parties are responsible for sending and receiving payments, the specific amounts to be transferred, and the timing and method of each payment. For example, it may detail how the purchase price is allocated among sellers, lenders, and other stakeholders, and specify escrow arrangements if applicable. This clause ensures that all financial aspects of the transaction are executed smoothly and transparently, minimizing the risk of disputes or delays related to payment flows at closing.
Closing Date Flow of Funds. Contemporaneously with Closing: (a) The Closing Payment shall be disbursed at the Closing as follows: (i) First, to repay the amount of any Credit Document Indebtedness of the Company Group (including any Post-Effective Time Credit Document Indebtedness) outstanding as of the Closing Date, to the applicable holders of such Credit Document Indebtedness; (ii) Second, to the extent any Hedge Losses amounts are owed by the Company Group at Closing in connection with any Company Hedge liquidations, to the Persons owed any amounts in connection therewith; (iii) Third, to the extent any Transaction Costs are due and payable or outstanding as of Closing, to the Persons owed any such Transaction Costs; (iv) Fourth, to the extent the Defect Escrow Amount is a positive number at Closing, to the Escrow Agent via wire transfer of immediately available funds to the account or accounts designated in the Escrow Agreement; and (v) Fifth, the remainder to the Person(s) and account(s) designated by Sellers’ Representative in the Preliminary Settlement Statement. (b) Sellers shall cause the Company Group to make the Closing Distribution to the Person(s) and account(s) designated by Sellers’ Representative in the Preliminary Settlement Statement.
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Closing Date Flow of Funds. Contemporaneously with Closing: (a) The Closing Payment shall be disbursed at the Closing as follows: (i) first, to the amount of any Credit Document Indebtedness of any Subject Company Group or any Seller (including any Post-Effective Time Credit Document Indebtedness) outstanding as of the Closing Date, to the applicable holders of such Credit Document Indebtedness (including any such amounts required to obtain at Closing the releases, terminations and instruments referenced in Section 10.2(g) that constitute or create any Liens binding on the Assets or the Subject Securities, or that secure any Credit Document Indebtedness of a Seller or an Affiliate of such Seller), as specified in the Payoff Letters; (ii) second, to the extent any Hedge Losses amounts are owed by any Subject Company Group at Closing in connection with any (A) Existing Hedge liquidations or (B) Additional Hedge liquidations in accordance with Section 8.14(b), to the Persons owed any amounts in connection therewith, as set forth in the Preliminary Settlement Statement; (iii) third, to the extent any Transaction Costs are due and payable or outstanding as of Closing, to the Persons owed any such Transaction Costs, as set forth in the Preliminary Settlement Statement; and (iv) fourth, the remainder to the Person(s) and account(s) designated by Sellers’ Representative as set forth in the Preliminary Settlement Statement. (b) Each applicable Seller shall cause the members of such Seller’s Subject Company Group to make the Closing Distribution to the Person(s) and account(s) designated by Sellers’ Representative in the Preliminary Settlement Statement.
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Closing Date Flow of Funds. Contemporaneously with Closing: (a) The Closing Payment shall be disbursed at the Closing as follows: (i) First, to the amount of any Indebtedness under the Company Credit Agreement of the Company Group (including any Post-Effective Time Credit Agreement Indebtedness) outstanding as of the Closing Date, to the applicable holders of such Indebtedness under the Company Credit Agreement (including any such amounts required to obtain at Closing the releases, terminations and instruments referenced in Section 10.2(e) that constitute or create any Liens binding on the Assets or the Subject Securities, or that secure any such Indebtedness under the Company Credit Agreement of a Seller or an Affiliate of such Seller), as specified in the Payoff Letters; (ii) Second, to the extent any Transaction Costs are due and payable or outstanding as of Closing, to the Persons owed any such Transaction Costs, as set forth in the Preliminary Settlement Statement; and (iii) Third, the remainder of the Closing Payment to the Person(s) and account(s) designated by Sellers’ Representative as set forth in the Preliminary Settlement Statement. (b) Sellers shall cause the Company Group to make the Closing Distribution to the Person(s) and account(s) designated by Sellers’ Representative in the Preliminary Settlement Statement.
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Related to Closing Date Flow of Funds

  • Closing Date Certificate Borrower shall have delivered to Administrative Agent an originally executed Closing Date Certificate, together with all attachments thereto.

  • Closing Date Deliveries On the Closing Date, the Company shall have delivered to the Representative executed copies of the Representative’s Purchase Option.

  • Closing Date and Option Closing Date Opinions of Counsel On the Closing Date and the Option Closing Date, if any, the Representative shall have received the favorable opinions and negative assurance statements of Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative as representative for the several Underwriters and in form and substance satisfactory to the Representative and GM.

  • Closing Date and Option Closing Date Opinion of Counsel On each of the Closing Date and the Option Closing Date, if any, the Representative shall have received the favorable opinion of GM, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative and in form and substance reasonably satisfactory to BM, confirming as of the Closing Date and, if applicable, the Option Closing Date, the statements made by GM in their opinion delivered on the Effective Date.

  • Closing Certificates; Etc The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent: