Company Disclosure Memorandum. Company shall deliver to Vail Banks on or before the fifth (5th) day following the date of this Agreement a memorandum (the "Company Disclosure Memorandum") containing certain information regarding the Company and United Valley Bank as indicated at various places in this Agreement. All information set forth in the Company Disclosure Memorandum or in documents incorporated by reference in the Company Disclosure Memorandum is true, correct and complete, does not omit to state any fact necessary in order to make the statements therein not misleading in any material respect, and shall be deemed for all purposes of this Agreement to constitute part of the representations and warranties of the Company under this Article V. The information contained in the Company Disclosure Memorandum shall be deemed to be part of and qualify only those representations and warranties contained in this Article V which make specific reference to the Company Disclosure Memorandum. All information in each of the documents and other writings furnished to Vail Banks pursuant to this Agreement or the Company Disclosure Memorandum is or will be true, correct and complete in all material respects and does not and will not omit to state any fact necessary in order to make the statements therein not misleading. Company shall promptly provide Vail Banks with written notification of any material event, occurrence or other information necessary to maintain the Company Disclosure Memorandum and all other documents and writings furnished to Vail Banks pursuant to this Agreement as true, correct and complete in all material respects at all times prior to and including the Closing.
Company Disclosure Memorandum. The Company Disclosure Memorandum referred to in this Agreement is hereby incorporated in this Agreement and made a part of this Agreement for all purposes as if fully set forth in this Agreement. Any matter disclosed in a section of the Company Disclosure Memorandum shall be treated as if it were disclosed in other sections of the Company Disclosure Memorandum to which it reasonably applies. No disclosure in the Company Disclosure Memorandum shall be deemed to constitute an admission or representation or raise any inference that such matter rises to the level of materiality or is determinative of any standard of materiality.
Company Disclosure Memorandum. The Company Disclosure Memorandum referred to in this Agreement is hereby incorporated in this Agreement and made a part of this Agreement for all purposes as if fully set forth in this Agreement. No disclosure in the Company Disclosure Memorandum shall be deemed to be an admission or representation as to the materiality of the item so disclosed.
Company Disclosure Memorandum. By Vail Banks within ten (10) days after receipt of the Company Disclosure Memorandum.
Company Disclosure Memorandum. Prior to or simultaneously with the Parties’ execution and delivery of this Agreement, Company has delivered to Target a confidential memorandum (the “Company Disclosure Memorandum”) setting forth, among other things, items the disclosure of which is necessary either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations, warranties, or covenants of Company contained in this Agreement, making specific reference in the Company Disclosure Memorandum to the sections of this Agreement to which such items relate.
Company Disclosure Memorandum. Prior to or simultaneously with the Parties’ execution and delivery of this Agreement, the Company has delivered to the BancShares Parties a confidential memorandum (the “Company Disclosure Memorandum”) setting forth, among other things, items the disclosure of which is necessary either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more representations or warranties of the Company Parties contained in this ARTICLE IV or to one or more covenants of the Company Parties contained in ARTICLE VI, making specific reference in such Company Disclosure Memorandum to the Section(s) of this Agreement to which such items relate.
Company Disclosure Memorandum. The Company Disclosure Memorandum referred to in this Agreement is hereby incorporated in this Agreement and made a part of this Agreement for all purposes as if fully set forth in this Agreement. No disclosure in the Company Disclosure Memorandum shall be deemed to be an admission or representation as to the materiality of the item so disclosed. Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and, except as specifically set forth herein, nothing in this Agreement is intended to or shall confer upon any other Person, any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. Without limiting the foregoing, except for the obligations under the Voting and Tender Agreement and except for Parent's obligations as a direct or indirect shareholder of Purchaser, no direct or indirect holder of any equity interests or securities (whether such holder is a limited or general partner, member, stockholder or otherwise), nor any affiliate of any party hereto, nor any director, officer, employee, representative, agent or other controlling Person of each of the parties hereto and their respective affiliates shall have any liability or obligation arising under this Agreement or the Transactions contemplated hereby. Obligation of Parent and the Company. Whenever this Agreement requires Purchaser or another Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause Purchaser or such Subsidiary to take such action and a guarantee of the performance thereof. Whenever this Agreement requires the Surviving Corporation to take any action, from and after the Offer Completion Date, such requirement shall be deemed to include an undertaking on the part of Parent to cause the Surviving Corporation to take such action and a guarantee of the performance thereof. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and a guarantee of the performance thereof.
Company Disclosure Memorandum. The Company Disclosure Memorandum referred to in this Agreement is hereby incorporated in this Agreement and made a part of this Agreement for all purposes as if fully set forth in this Agreement. Except where reference is made to the Company Disclosure Memorandum in Article 6, any matter disclosed in all applicable locations throughout the Company Disclosure Memorandum to the extent that, based upon a reasonable review of the Company Disclosure Memorandum by someone familiar with this Agreement, its applicability would be readily apparent. No disclosure in the Company Disclosure Memorandum shall be deemed to be an admission or representation as to the materiality of the item so disclosed.
Company Disclosure Memorandum. Other than with the prior written consent of Parent, Company shall not be entitled to amend or supplement the Company Disclosure Memorandum or any section thereof.
Company Disclosure Memorandum. For purposes of the September 2003 Closing, all references in the Agreement to the Company Disclosure Memorandum shall refer to the Amendment No. 1 Company Disclosure Memorandum as set forth on the attached Exhibit A.
