CREDIT MEMORANDUMS Sample Clauses

CREDIT MEMORANDUMS. Paragraph 1.1 of Letter Agreement No. 1 to Amendment No. 14 is deleted in its entirety and is replaced with the following quoted text. QUOTE
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CREDIT MEMORANDUMS. At any time from time to time with respect to any payment obligation of United under Sections 2.5(d) or Section 3.6 the CPA, and at United’s sole discretion, United shall have the right, but not the obligation, to deliver to Contractor a credit memorandum substantially in the form attached hereto as Exhibit A (each, a “Credit Memorandum”) on or before the due date of such payment obligation under the CPA; provided, however, that, if United has not delivered a Credit Memorandum with respect to any payment obligation under Section 2.5(d) or Section 3.6 of the CPA prior to the due date of such payment obligation under the CPA and United does not pay such obligation in cash on or prior to the due date of such payment obligation under the CPA, then United shall be deemed to have elected to credit the full amount of such payment obligation against the Prepayment Balance Amount. Each Credit Memorandum shall indicate the portion of the applicable payment to be credited against the Prepayment Balance Amount, the remaining amount of the Prepayment Balance Amount and, to the extent United has made an election pursuant to Section 2.2(f) or to the extent the Prepayment Balance Amount is not sufficient to cover such payment in full, the portion of such payment to be paid in cash. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement is intended to, or shall be interpreted or construed to, limit United’s right to dispute invoiced Prepayments, and, if any invoiced Prepayment that was credited against the Prepayment Balance Amount is subsequently reduced in connection with a dispute under the CPA, then such credit to the Prepayment Balance Amount shall be reversed to the extent of such reduction without any further action by the parties.
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CREDIT MEMORANDUMS 
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Related to CREDIT MEMORANDUMS

  • Information Memorandum to the best of the Parent's knowledge and ---------------------- belief after due enquiry, as at the date of the Information Memorandum the factual information relating to the Restricted Group contained in the Information Memorandum was true and accurate in all material respects and not misleading in any material respect and the Information Memorandum does not omit any material facts; all reasonable enquiries have been made by the Parent to verify the facts and statements relating to the Restricted Group contained therein; all opinions, projections and forecasts contained therein and the assumptions on which such opinions, projections and forecasts were based on and arrived at after due and careful consideration and enquiry and represent the views of the Parent as at the date of the Information Memorandum; there are no material facts or circumstances which have not been disclosed to the Arranger prior to the date hereof the omission of which could make any factual information contained in the Information Memorandum inaccurate or misleading in any material respect either as at the date of the Information Memorandum or as at the date of this Agreement or any of the opinions, projections and forecasts contained in the Information Memorandum (and the assumptions on which such opinions, projections and forecasts were made) misleading in any material respect either as at the date of the Information Memorandum or as the date of this Agreement. Notwithstanding the above, no warranty or representation is made in respect of (i) any information, facts, statements, opinions, projections, forecasts, demographic statistics or circumstances relating to the cable, media, telecommunications and data services industry as a whole, and (ii) any person other than any member of the Restricted Group; and (i) Environmental Matters ---------------------

  • Copies of the Offering Memorandum The Company agrees to furnish the Initial Purchasers, without charge, as many copies of the Pricing Disclosure Package and the Final Offering Memorandum and any amendments and supplements thereto as they shall reasonably request.

  • Offering Memorandum The Company, as promptly as possible, will furnish to each Initial Purchaser, without charge, such number of copies of the Preliminary Offering Memorandum, the Final Offering Memorandum and any amendments and supplements thereto and documents incorporated by reference therein as such Initial Purchaser may reasonably request.

  • Offering Memorandum, Amendments or Supplements Before finalizing the Offering Memorandum or making or distributing any amendment or supplement to any of the Time of Sale Information or the Offering Memorandum or filing with the Commission any document that will be incorporated by reference therein, the Company will furnish to the Representative and counsel for the Initial Purchasers a copy of the proposed Offering Memorandum or such amendment or supplement or document to be incorporated by reference therein for review, and will not distribute any such proposed Offering Memorandum, amendment or supplement or file any such document with the Commission to which the Representative reasonably objects.

  • Private Placement Memorandum The PPM, as of the date thereof and as of the dates of any amendment thereof, did not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

  • Disclosure Documents (a) Each document required to be filed by the Company with the SEC or required to be distributed or otherwise disseminated to the Company’s shareholders in connection with the transactions contemplated by this Agreement (the “Company Disclosure Documents”), including the Schedule 14D-9, and the proxy or information statement of the Company (the “Company Proxy Statement”), if any, to be filed with the SEC in connection with the Merger, and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. (i) The Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is first mailed to shareholders of the Company and at the time such shareholders vote on approval of the Merger and at the Effective Time, and (ii) Company Disclosure Documents (other than the Company Proxy Statement), at the time of the filing of such Company Disclosure Documents or any supplement or amendment thereto and at the time of any distribution or dissemination thereof, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.6(b) will not apply to statements or omissions included in the Company Disclosure Documents based upon information furnished to the Company in writing by Parent or Merger Sub specifically for use therein. (c) The information with respect to the Company or any of its Subsidiaries that the Company furnishes to Parent or Merger Sub in writing specifically for use in the Schedule TO and the Offer Documents, at the time of the filing of the Schedule TO, at the time of any distribution or dissemination of the Offer Documents and at the time of the consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

  • Disclosure Document Each Prospectus delivered with respect to the Notes shall clearly disclose that the Note Policy is not covered by the property/casualty insurance security fund specified in Article 76 of the New York Insurance Law. In addition, each Prospectus delivered with respect to the Notes which include financial statements of Financial Security prepared in accordance with generally accepted accounting principles (other than a Prospectus that only incorporates such financial statements by reference) shall include the following statement immediately preceding such financial statements: The New York State Insurance Department recognizes only statutory accounting practices for determining and reporting the financial condition and results of operations of an insurance company, for determining its solvency under the New York Insurance Law, and for determining whether its financial condition warrants the payment of a dividend to its stockholders. No consideration is given by the New York State Insurance Department to financial statements prepared in accordance with generally accepted accounting principles in making such determinations.

  • Preliminary Offering Memorandum, Time of Sale Information and Offering Memorandum The Preliminary Offering Memorandum, as of its date, did not, the Time of Sale Information, at the Time of Sale, did not, and at the Closing Date, will not, and the Offering Memorandum, in the form first used by the Initial Purchasers to confirm sales of the Securities and as of the Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information or the Offering Memorandum.

  • Term Sheets The Company will prepare a final term sheet relating to the Securities, containing only information that describes the final terms of the Securities and otherwise in a form consented to by the Underwriters, and will file such final term sheet within the period required by Rule 433(d)(5)(ii) following the date such final terms have been established for all classes of the offering of the Securities. Any such final term sheet is an Issuer Free Writing Prospectus and a Permitted Free Writing Prospectus for purposes of this Agreement. The Company also consents to the use by the Underwriters of a free writing prospectus that contains only (i) (x) information describing the preliminary terms of the Securities or their offering, (y) information permitted by Rule 134, or (z) information that describes the final terms of the Securities or their offering and that is included in the final term sheet of the Company contemplated in the first sentence of this subsection or (ii) other information that is not “issuer information,” as defined in Rule 433, it being understood that any such free writing prospectus referred to in clause (i) or (ii) above shall not be an Issuer Free Writing Prospectus for purposes of this Agreement.

  • MEMORANDUM At the sale by Public Auction this 28th day of July, 2022 of the Property comprised in the foregoing particulars that is to say the rights, title, interest and benefits to the said Property pursuant to the Sale & Purchase Agreement dated 05th day of May, 2016 and made between XXXX XXXX XXX REALTY SDN. BHD. (66384-P) (The Vendor) and XXXX XXX XXXXX & XXXX XXXX XXXX (The Purchasers) absolutely assigned to the Assignee/Lender pursuant to and under the Facility Agreement, Deed of Assignment and Power of Attorney all dated 27th day of May, 2016 entered into between AmBank (M) Berhad [196901000166 (8515-D)] and the Assignor/Borrower in relation to the Subject Property identified as Developer’s Parcel No. 17, Type D, Storey Xx. 00, Xxxxxxxx Xx. Xxxxx X, X’ Secret Garden @ Kempas Indah and bearing postal address No. 22-17, Blok A, Pangsapuri Kempas Indah, Jalan Kempas Indah, Taman Kempas Indah, 81300 Johor Bahru, Johor, developed by XXXX XXXX XXX REALTY SDN. BHD. (66384-P) and the highest bidder for the said Property shall be declared as the Purchaser of the said Property for the sum of RM and a sum of RM has been paid to the Assignee/Lender by way of deposit and agrees to pay the balance of the Purchase Money and complete and purchase according to the conditions and the said Auctioneer hereby confirms the said purchase and the Assignee/Lender acknowledge the receipt of the said deposit. Purchase Money : RM Deposit Paid : RM Balance Due : RM ‌‌ Purchaser’s Name: NRIC No: SIGNATURE OF PURCHASER(S)/AUTHORISED AGENT SIGNATURE SIGNATURE For Messrs. Ehsan Auctioneers Sdn. Bhd. For Messrs Xxxxxxx Xxx Xxxxxxxx & Associates Dato’ Xxxx Xxxxx Xxxxx Bin X.X. Xxxx (D.I.M.P) SOLICITOR FOR THE ASSIGNEE / Xxxxx Xxxxx Bin Xxxxxx LICENSED AUCTIONEERS ONLINE TERMS AND CONDITIONS The Terms and Conditions specified herein shall govern all members of xxx.xxxxxxxxxxxxxxxx.xxx (“EHSAN AUCTIONEERS SDN. BHD. website”).

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