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.
MEMORANDUM OF AGREEMENT Re: Article 15,
MEMORANDUM At the sale by Public Auction dated this 19th day of September, 2023 of the subject property comprised in the foregoing particulars that is to say the rights, title, interest and benefits under the Principal Sale and Purchase Agreement dated the 27th day of May, 2004 entered into between SAUJANA TRIANGLE SDN BHD (“The Vendor/Developer”) and XXXXX XXXXXX XXX XXXX XXXXX (“The Purchaser”) and Sale and Purchase Agreement dated the 26th day of March, 2014 entered into between XXXXX XXXXXX XXX XXXX XXXXX (“The Vendor”) and XXX XXXX XXXX (“The Purchaser”) in relation to the subject property identified as Developer’s Parcel No. A/03/A06, Storey No. 03, Building No. Block A, with Accessory Parcel No. LG6-60 & LG6-60A, Bandar Damansara Perdana, Armanee Terrace (Precinct 1) and bearing postal address at address Unit No. A-3-A06, Block A, Armanee Terrace Condominium, Xx. 0, Xxxxx XXX 0/0, Xxxxxx Xxxxxxxxx Xxxxxxx, 00000 Xxxxxxxx Xxxx, Xxxxxxxx Xxxxx Ehsan, developed by SAUJANA TRIANGLE SDN BHD the highest bidder(s) stated below has/have been declared as the Purchaser(s) of the said subject property for the sum of RM . A sum of RM has been paid to the Assignee by way of deposit and the Purchaser(s) agree(s) to pay the balance of the purchase money within one hundred and twenty (120) days from the date of the auction sale and complete the purchase. The Purchaser(s) also confirm(s) that he/she/they has/have sought independent legal advice concerning every aspect of the sale including the terms and conditions relating thereto and has/have understood, read and been advised by his/her/their independent legal counsel of the terms and conditions of the sale and fully agree(s) to abide by the Conditions Of Sale aforesaid. The Auctioneer hereby confirms the said purchase and the Solicitors acknowledge receipt of the said deposit on behalf of the Assignee. FOR MESSRS. EHSAN AUCTIONEERS SDN BHD FOR MESSRS. XX, XXXX & KOH DATO’ HAJI XXXXX XXXXX BIN X.X. XXXX (D.I.M.P) SOLICITORS FOR THE ASSIGNEE / XXXXX XXXXX BIN XXXXXX NAME: LICENSED AUCTIONEERS The Terms and Conditions specified herein shall govern all members of xxx.xxxxxxxxxxxxxxxx.xxx (“EHSAN AUCTIONEERS SDN. BHD. website”).
Information Memorandum (a) The factual information in the Information Memorandum (other than factual information relating to the Target and its Affiliates) was true, complete and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.
(b) The financial projections in the Information Memorandum, have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.
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.
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.
Pricing Disclosure Package The Pricing Disclosure Package as of the Applicable Time did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, 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 makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof. No statement of material fact included in the Prospectus has been omitted from the Pricing Disclosure Package and no statement of material fact included in the Pricing Disclosure Package that is required to be included in the Prospectus has been omitted therefrom.
Disclosure Package The term “Disclosure Package” shall mean (i) the Pricing Prospectus, as amended or supplemented, (ii) each issuer free writing prospectus, as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B hereto, (iii) the pricing terms set forth in Schedule C to this Agreement, and (iv) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of the Applicable Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with the Underwriter Information.
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 includes 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.
MEMORANDUM OF UNDERSTANDING Re: Nurses Committee
