Disclosure Memorandum. Table of Contents Schedule Title
Disclosure Memorandum. Seller has delivered to Buyer a memorandum (the “Disclosure Memorandum”) containing certain information regarding Seller as indicated at various places in this Agreement. All information set forth in the Disclosure Memorandum or in documents incorporated by reference in the Disclosure Memorandum is true, correct and complete, does not omit to state any fact necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading, and shall be deemed for all purposes of this Agreement to constitute part of the representations and warranties of Seller under this Article III. The information contained in the Disclosure Memorandum shall be deemed to qualify all representations and warranties contained in this Article III and the covenants in Article IV to the extent applicable. No item is required to be set forth in the Disclosure Memorandum as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect; the mere inclusion of an item in the Disclosure Memorandum as an exception to a representation or warranty shall not be deemed an admission by Seller that such item represents a material exception or fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect; and any disclosures made with respect to a section of Article III or Article IV shall qualify (i) any other section of Article III or Article IV specifically referenced or cross-referenced and (ii) other sections of Article III or Article IV to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure applies to such other sections. Seller shall promptly provide Buyer with written notification of any event, occurrence or other information necessary to maintain the Disclosure Memorandum and all other documents and writings furnished to Buyer pursuant to this Agreement as true, correct and complete at all times prior to and including the Closing.
Disclosure Memorandum. Seller's Disclosure Memorandum (the "Seller's Disclosure Memorandum"), is attached to this Agreement as Attachment I, shall be executed on behalf of Seller, and shall contain accurate, true and correct information and data and, to the extent expressly set forth herein, shall be accompanied by a copy of each document referred to therein or otherwise identified as to its location to the reasonable satisfaction of Buyer. Buyer's Disclosure Memorandum (the "Buyer's Disclosure Memorandum") shall be executed on behalf of Buyer, and shall contain accurate, true and correct information and data in all material respects. Terms used and defined in this Agreement shall have the same definition when used in the Seller's Disclosure Memorandum or Buyer's Disclosure Memorandum, as the case may be, and any schedules or exhibits attached thereto.
Disclosure Memorandum. Tidelands has delivered to United a memorandum (the “Disclosure Memorandum”) containing certain information regarding Tidelands as indicated at various places in this Agreement. All information set forth in the Disclosure Memorandum is true and correct, does not omit to state any fact necessary in order to make the statements therein not misleading, and shall be deemed for all purposes of this Agreement to constitute part of the representations and warranties of Tidelands under this Article III. The information contained in Tidelands Exchange Act Reports (as defined below) and the Disclosure Memorandum shall be deemed to qualify all representations and warranties contained in this Article III and the covenants in Article IV to the extent applicable. Tidelands shall provide United with written notification of any event, occurrence or other information necessary to maintain the Disclosure Memorandum as true, correct and complete at the Closing.
Disclosure Memorandum. After the expiration of Due Diligence Period, there shall have been no changes set forth in any amendments or supplements to the Disclosure Memorandum which, individually or in the aggregate with all other such changes, would or would be reasonably expected to (i) in any material respect be adverse to any of the Acquired Assets or Assumed Liabilities, taken as a whole or (ii) materially detrimentally affect the benefit of the bargain struck by Buyer under this Agreement.
Disclosure Memorandum. (a) The disclosures in the Disclosure Memorandum, and those in any Supplement thereto, must relate only to the representations and war-ranties in the Section of the Agreement to which they expressly relate and not to any other representation or warranty in this Agreement.
(b) In the event of any inconsistency between the statements in the body of this Agreement and those in the Disclosure Memorandum (other than an exception expressly set forth as such in the Disclosure Memorandum with respect to a specifically identified representation or warranty), the statements in the body of this Agreement shall control.
Disclosure Memorandum. AEB has delivered to Fidelity a memorandum (the “Disclosure Memorandum”) containing certain information regarding AEB as indicated at various places in this Agreement. All information set forth in the Disclosure Memorandum or in documents incorporated by reference in the Disclosure Memorandum is true, correct and complete, does not omit to state any fact necessary in order to make the statements therein not misleading, and shall be deemed for all purposes of this Agreement to constitute part of the representations and warranties of AEB under this Article III. The information contained in the Disclosure Memorandum shall be deemed to qualify all representations and warranties contained in this Article III and the covenants in Article IV to the extent applicable. All information in each of the documents and other writings furnished to Fidelity pursuant to this Agreement or the Disclosure Memorandum is or will be true, correct and complete and does not and will not omit to state any fact necessary in order to make the statements therein not misleading. AEB shall promptly provide Fidelity with written notification of any event, occurrence or other information necessary to maintain the Disclosure Memorandum and all other documents and writings furnished to Fidelity pursuant to this Agreement as true, correct and complete at all times prior to and including the Closing.
Disclosure Memorandum. On or before the date hereof, CommerceSouth has delivered to BancTrust the CommerceSouth Disclosure Memorandum setting forth, among other things, exceptions to any and all of its representations and warranties in Article Five. While CommerceSouth has used its reasonable best efforts to identify in the Disclosure Memorandum the particular representation or warranty to which each such disclosure or exception relates, each such disclosure or exception shall be deemed disclosed for purposes of all representations and warranties in Article Five and the Disclosure Memorandum. The mere inclusion of an exception in the Disclosure Memorandum shall not be deemed an admission by CommerceSouth that such exception represents a matter that is Material for purposes of this Agreement.
Disclosure Memorandum. If the Purchaser checked Box 3 on Schedule I to his or her Option Agreement, the Purchaser has received and read the Disclosure Memorandum dated . Other than such Disclosure Memorandum, the Purchaser has not been given any oral or written information, representations or assurances by the Company or any representative thereof in connection with the Purchaser’s purchase of the Shares.
Disclosure Memorandum. Optionholder represents and warrants that he, she or it has received and read the Disclosure Memorandum and has had opportunities to discuss with the Company the disclosure set forth therein and the transaction contemplated hereby, and is entering in to this Agreement with due regard to the matters described in the Disclosure Memorandum.
