Common use of Company Disclosure Memorandum Clause in Contracts

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.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Vail Banks Inc), Agreement and Plan of Reorganization (Vail Banks Inc)

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Company Disclosure Memorandum. The Company shall deliver ----------------------------- to Vail Banks on or before the fifth thirtieth (5th30th) day following the date of this Agreement a memorandum (the "Company Disclosure Memorandum") containing certain information regarding the Company and United Valley Bank the Banks 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 respectmisleading, 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. IV. 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 IV 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. The 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.. 4.2

Appears in 2 contracts

Samples: Merger Agreement and Plan of Reorganization (Vail Banks Inc), Merger Agreement and Plan (Vail Banks Inc)

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