Common use of Disclosure Memorandum Clause in Contracts

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 Seller Exchange Act Reports 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. 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 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 Seller Exchange Act Reports 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. 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 HPBC has delivered to Buyer BNC a memorandum (the “Disclosure Memorandum”) containing certain information regarding Seller HPBC 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, therein not misleading, and shall be deemed for all purposes of this Agreement to constitute part of the representations and warranties of Seller HPBC under this Article III. The information contained in Seller Exchange Act Reports 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. 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 HPBC 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 HPBC shall promptly provide Buyer BNC 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 BNC pursuant to this Agreement as true, correct and complete at all times prior to and including the Closing.

Disclosure Memorandum. Seller has and the Shareholders have --------------------- heretofore delivered to Buyer Purchaser a memorandum (the “Disclosure Memorandum”"DISCLOSURE MEMORANDUM") --------------------- containing certain information regarding Seller and the Transferred Assets 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 correct, complete and complete, does not omit to state any fact necessary set forth in order to make the statements therein, in light of the circumstances in which they were made, a manner that is 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 Seller Exchange Act Reports and the Disclosure Memorandum shall be deemed to be part of and qualify all only those representations and warranties contained in this Article III and the covenants in Article IV Section 3 which make specific reference to the extent applicableDisclosure Memorandum. No item is required to be set forth Unless otherwise indicated, all capitalized terms used in the Disclosure Memorandum shall have the same meanings 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 this Agreement. Copies of an item all documents and other writings referenced in the Disclosure Memorandum have been furnished to Purchaser or to its representatives and all documents and other writings furnished to Purchaser pursuant to this Agreement or the Disclosure Memorandum are true, correct and complete 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; of the date furnished and any disclosures made with respect and all modifications or amendments of the same have been delivered to a section of Article III Purchaser on 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 prior to the extent it is reasonably apparent on its face (notwithstanding date hereof. At all times prior to and including the absence of a specific cross reference) from a reading of date hereof, Seller and the disclosure that such disclosure applies to such other sections. Seller Shareholders shall promptly provide Buyer Purchaser with written notification of any event, occurrence or other information necessary to maintain of any kind whatsoever which affects, or may affect in any material respect, the continued truth, correctness or completeness of any representation, warranty or covenant made in this Agreement, the Disclosure Memorandum and all or any other documents and writings document or writing furnished to Buyer Purchaser pursuant to this Agreement as true, correct and complete at all times prior Agreement. No such notification or other disclosure shall be deemed to and including amend or supplement the ClosingDisclosure Memorandum or this Agreement.