SECURITY MEMORANDUM Sample Clauses

SECURITY MEMORANDUM. The Intercreditor Agent shall have received a memorandum from Xxxxxx & Xxxxxxx (London) LLP providing an overview of the main credit and security considerations for the Secured Parties that arise as a consequence of the terms of the TI Bond Consent Request Letter. NEW YORK BRANCH and SKANDINAVISKA ENSKILDA XXXXXX XX (PUBL.) 1. DEFINITIONS AND INTERPRETATION 2 1.1 Definitions 2 1.2 Interpretation 2 1.3 Third party rights 5 2.1 Term Loan Facility and Tranches 5 2.2 Secured Parties’ rights and obligations 6 2.3 Borrowers’ obligations 7 2.4 Obligors’ agent 7 2.5 Purpose 7 2.6 Monitoring 7 2.7 No further Utilisation 8 3.1 Conditions precedent to the Financing Date 8 3.2 Conditions precedent to each Utilisation 8
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SECURITY MEMORANDUM. The Intercreditor Agent shall have received a memorandum from Xxxxxx & Xxxxxxx (London) LLP providing an overview of the main credit and security considerations for the Secured Parties that arise as a consequence of the terms of the Restructuring Consent Request Letter.
SECURITY MEMORANDUM. The Company shall have delivered to each Noteholder a security memorandum dated on or about the Effective Date (the "Security Memorandum") in the form of Exhibit 4.12.
SECURITY MEMORANDUM. (a) The Parent shall procure that the Security specified in the Security Memorandum shall be provided at each stage specified in the Security Memorandum and the Security Agent agrees that the relevant Security shall be released (and, if required, subsequently retaken) at the appropriate stages as specified in the Security Memorandum. (b) The Parent shall procure that the Target provides the appropriate Security specified in the Security Memorandum within 30 days of the Closing Date.

Related to SECURITY MEMORANDUM

  • 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 ---------------------

  • 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.

  • 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”).

  • Offering Circular The Xxxxxxx Mac STACR® Debt Notes, Series 2015-DNA2 Offering Circular dated June 24, 2015 (including any related Supplement thereto).

  • 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.

  • 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.

  • 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.

  • 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.

  • Delivery of Disclosure Documents Upon request by a customer that is a Shareholder of the Funds, FSSC will send a copy of the current Prospectus (and, if expressly requested, Statement of Additional Information), annual report or semi-annual report for any Fund (“Disclosure Documents”) to the customer within three (3) business days of such request. (i) The Funds will furnish to FSSC at the Funds’ own expense such number of copies of the then-current Disclosure Documents as FSSC requests to satisfy its obligations under this paragraph. (ii) FSSC covenants to the Funds that it will not make any representations concerning any Shares other than those contained in the Disclosure Documents of the applicable Fund. (iii) The parties may agree from time to time to set appropriate security procedures and to perform electronically certain of their obligations under this Agreement, including without limitation the delivery of requested Disclosure Documents.

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