Seller Disclosure Memorandum definition

Seller Disclosure Memorandum means the disclosure memorandum delivered by Seller to Purchaser upon execution of this Agreement containing the disclosures contemplated by this Agreement, as the same may be amended pursuant to the terms of this Agreement.

Seller Disclosure Memorandum means the written information entitled "Seller Disclosure Memorandum" delivered prior to the date of this Agreement to Buyer describing in reasonable detail the matters contained therein and, with respect to each disclosure made therein, specifically referencing each Section of this Agreement under which such disclosure is being made. Information disclosed with respect to one Section shall not be deemed to be disclosed for purposes of any other Section not specifically referenced with respect thereto.

Seller Disclosure Memorandum means the written information entitled “Georgia-Carolina Bancshares, Inc. Disclosure Memorandum” delivered prior to the date of this Agreement to Buyer describing in reasonable detail the matters contained therein.

Examples of Seller Disclosure Memorandum in a sentence

• Except for immaterial late filings or as otherwise disclosed in Section 4.19 of Seller Disclosure Memorandum, since January 1, 2017, each Seller Entity has timely filed all reports and statements, together with any amendments required to be made with respect thereto, that it was required to file with Governmental Authorities.

• Section 4.16(b) of the Seller Disclosure Memorandum lists every consent required by any Contract.

• Section 4.5(c) of the Seller Disclosure Memorandum lists all non-audit services performed by Seller’s independent accountants for Seller or any of its Subsidiaries.

• Except as set forth on Schedule 4.02(a) of the Seller Disclosure Memorandum, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments, other than this Agreement, that could require the Company to issue, sell, or otherwise cause to become outstanding any of its member interests.

• With respect to any arrangement disclosed in Section 4.15(i) of the Seller Disclosure Memorandum, except as specifically noted in such disclosure, there are no restrictions on the rights of the applicable Seller Entity to unilaterally amend or terminate any and all such plans and arrangements without incurring any Liability or obtaining any consent or waiver of any participant therein or any other Person.

More Definitions of Seller Disclosure Memorandum

Seller Disclosure Memorandum means the written information entitled “Seller Disclosure Memorandum” delivered with this Agreement, it being understood that a disclosure in any section of the Seller Disclosure Memorandum shall be deemed to have been set forth in all other applicable sections of the Seller Disclosure Memorandum where it is reasonably apparent on the face of such disclosure that such disclosure is applicable to such other sections of the Seller Disclosure Memorandum, notwithstanding the omission of any cross-reference to such other section, and it being understood further that the inclusion of any disclosure on the Seller Disclosure Memorandum does not make such disclosure a material disclosure.

Seller Disclosure Memorandum means the written information entitled “Seller Disclosure Memorandum” delivered by Seller prior to the date of this Agreement to Buyer describing in reasonable detail the matters contained therein and, with respect to each disclosure made therein, specifically referencing each Section of this Agreement under which such disclosure is being made. Information disclosed with respect to one Section shall not be deemed to be disclosed for purposes of any other Section not specifically referenced with respect thereto.

Seller Disclosure Memorandum means the disclosure memorandum delivered by Seller to Purchaser upon execution of this Agreement containing the disclosures contemplated by this Agreement, as same may be supplemented in accordance with the procedures set forth in this Agreement.

Seller Disclosure Memorandum means the written information entitled “Community Bank of the South Disclosure Memorandum” delivered prior to the date of this Agreement to Buyer describing in reasonable detail the matters contained therein and, with respect to each disclosure made therein, specifically referencing each Section of this Agreement under which such disclosure is being made. Information disclosed with respect to one Section shall not be deemed to be disclosed for purposes of any other Section not specifically referenced with respect thereto.

Seller Disclosure Memorandum means the written information entitled “First National Bank Disclosure Memorandum” delivered prior to the date of this Agreement to Buyer.

Seller Disclosure Memorandum means the disclosure memorandum delivered by the Sellers to the Buyers in connection with this Agreement.

Seller Disclosure Memorandum shall have the meaning given to such term in Section 3.1.