Flow of Funds Statement Clause Samples

POPULAR SAMPLE Copied 1 times
Flow of Funds Statement. Prior to the Closing Date, the Company and the Parent shall in good faith prepare and agree upon (which agreement shall not be unreasonably withheld, conditioned or delayed) a flow of funds statement (the “Flow of Funds Statement”), which shall (i) provide detail with respect to each of the payments and transactions (or provide reasonable estimates to the extent not then ascertainable) to be made by the Company and the Parent at or prior to the Closing and (ii) set forth an estimate of the Closing Working Capital. The Flow of Funds Statement shall be prepared, to the extent possible, to effectuate the following principles: (i) the Closing Working Capital shall be as close as possible to the Reference Amount and (ii) the parties shall make a good faith effort to minimize the amount of the adjustment to the Indemnity Escrow Amount as a result of implementing Section 2,11(d). In the event that the Reference Amount exceeds the estimate of Closing Working Capital set forth on the Flow of Funds Statement (such excess amount, the “Deficit Amount”) , each of (x) the Closing Date Merger Consideration and (y) the Reference Amount shall be reduced dollar-for-dollar by the Deficit Amount.
View Source
Flow of Funds Statement. The Flow of Funds Statement shall have been finalized (the initial draft of which shall have been delivered by the Company to the Investors no later than three (3) Business Days prior to the Closing Date);
View SourceView Similar (2)
Flow of Funds Statement. At the Closing, the relevant Parties shall execute a Flow of Funds Statement in substantially the form attached hereto as Attachment B (the “Flow of Funds Statement”). The Purchasers are authorized and directed by the Selling Companies to pay the Purchase Price directly to the Persons set forth on the Flow of Funds Statement in lieu of making payment of the Purchase Price directly to the Selling Companies.
View Source
Flow of Funds Statement. The Purchaser and the Company are delivering a "flow of funds" statement, in form and substance satisfactory to the Purchaser, detailing the sources and uses of all proceeds to be received from the issuance and sale of the Term B Note.
View Source
Flow of Funds Statement. The Parent and the Company shall have reached agreement with respect to the Flow of Funds Statement.
View Source
Flow of Funds Statement. The Parties shall have agreed to and executed a Flow of Funds Statement describing the sources of funds and payments at Closing.
View Source
Flow of Funds Statement. The Purchaser shall have received a statement, duly executed by the Company and approved by the Purchaser (the “Flow of Funds Statement”), detailing the sources and uses of all proceeds to be received by the Company from the issuance and sale of the Securities.
View Source

Related to Flow of Funds Statement

  • Borrowing Base Certificate The Administrative Agent shall have received a completed Borrowing Base Certificate duly executed by a financial officer of the Borrower, setting forth the calculation of the initial Borrowing Base as of the last day of the month preceding the date of the initial Advance under the Revolving Facility or the initial Letter of Credit.

  • Earnings Statement The Company will make generally available to its security holders as soon as practicable, but in any event not later than 15 months after the end of the Company’s current fiscal quarter, an earnings statement covering a 12-month period that satisfies the provisions of Section 11(a) and Rule 158 of the Securities Act.

  • Borrowing Base Report The Agent shall have received from the Borrower the initial Borrowing Base Report dated as of the Closing Date.

  • Closing Statement (a) In connection with the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth above.

  • Borrowing Certificate The Administrative Agent shall have received, with a counterpart for each Lender, a certificate of the Borrower, dated the Closing Date, substantially in the form of Exhibit D, with appropriate insertions and attachments, reasonably satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.