Confirmation Memorandum definition

Confirmation Memorandum means each document executed by a Seller and a Buyer substantially in the form contained in Exhibit A and incorporating the provisions of this MSA (as such provisions may be amended, deleted, or supplemented by such Confirmation Memorandum) to record the terms and conditions of a particular sale and purchase of LNG.
Sample 1

Examples of Confirmation Memorandum in a sentence

  • The Parties agree that the terms of this Agreement shall be covered by the terms of the Master Time Charter party and the Confirmation Memorandum and based hereon, all clauses of the Master Time Charter party shall apply to this Agreement (mutatis mutandis) as if set out herein.

  • The provisions of the Master Time Charter party and the Confirmation Memorandum shall, save as amended by this Agreement, continue in full force and effect.

  • The ***** are stipulated in Article 6 of the Confirmation Memorandum.

  • In the event of a conflict between this Agreement and the Master Time Charter Party and/or the Confirmation Memorandum, this Agreement shall prevail.

  • This daily hire rate applicable for all Charter extension periods is stipulated in Article 6 of the Confirmation Memorandum.

  • The compromises described in the Confirmation Memorandum between the Debtors and, as applicable, the State of New Jersey, the ERISA Plaintiffs, CNA Insurance Companies, the United States of America, the Power Plant Group and Onyx Acceptance Corporation are hereby approved.

  • It is a condition of the Owners’ consent to any such mortgage that the Owners shall procure that the relevant mortgagee executes a letter of quiet enjoyment in favour of the Charterers in the form included in the Confirmation Memorandum as Annex B.

  • The agreements, settlements, transactions and transfers authorized by the by this Order or prior orders of this Court, including, without limitation, the Committee Stipulation and those agreements otherwise described in the Confirmation Memorandum, are fair, equitable and reasonable, are entered into in good faith, are in the best interests of the Debtors, their estates, their creditors, and Holders of Interests, and help provide adequate means for implementing the Plan.

  • Capitalized terms used herein not otherwise defined have the meanings given to them in the Plan, a copy of which is annexed hereto as Exhibit A, or the Confirmation Memorandum (defined below), as applicable.

  • Neither this MSA nor a Confirmation Memorandum create any rights or benefits in any Person or entity, or create a duty, standard of care, or liability to any Person other than the Parties signatory to this MSA and each respective Confirmation Memorandum.

Related to Confirmation Memorandum

  • Information Memorandum means the Confidential Information Memorandum dated March, 2011 relating to the Borrower and the Transactions.

  • Consent Solicitation Memorandum means the consent solicitation memorandum dated 20 October 2021 prepared by the Issuer in relation to the Consent Solicitation;

  • Confidential Information Memorandum means the Confidential Information Memorandum of the Borrower dated December 2010 delivered to the Lenders in connection with this Agreement.

  • Funds Flow Memorandum means the memorandum setting forth the flow of funds at closing and the funding of the Term A Loans and Term B Loans, as approved by the Administrative Agent, and a related letter of direction.

  • Explanatory Memorandum means this explanatory memorandum.

  • Restructuring Transactions Memorandum means a document, to be included in the Plan Supplement, that sets forth the material components of the Restructuring Transactions and a description of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan, including the reorganization of the Debtors and issuance of the New Valaris Equity, through the Chapter 11 Cases, the Plan, or any Implementation Mechanism (including, in the United Kingdom, through the Administration).

  • Procedures Memorandum means administrative procedures and guidelines relating to the settlement of issues of Notes as shall be agreed upon from time to time by the Issuer, the Trustee, the Permanent Dealers (as defined in the Dealer Agreement) and the Issuing and Paying Agent and which, at the date of this Agreement, are set out in Schedule A to the Dealer Agreement

  • the Memorandum means the Memorandum of Association of the Academy Trust;

  • Closing Memorandum means the form of closing memorandum to be prepared by Apple for the Closing under this Agreement in which are included the forms of certificates of officers, the opinions of counsel and certain other documents to be delivered at the Closing as provided in Article VII.

  • Final Memorandum shall have the meaning set forth in the Purchase Agreement.

  • Final Offering Memorandum shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby confirms its agreements with the Initial Purchasers as follows:

  • Offering Memorandum means the Offering Memorandum, dated May 7, 2019, related to the issuance and sale of the Initial Notes.

  • Preliminary Offering Memorandum means the Preliminary Offering Memorandum, dated June 19, 2013, relating to the Offered Securities to be offered by the Purchasers.

  • Private Placement Memorandum means offering materials prepared in accordance with Section 4 (including materials referred to therein or incorporated by reference therein, if any) provided to purchasers and prospective purchasers of the Notes, and shall include amendments and supplements thereto which may be prepared from time to time in accordance with this Agreement (other than any amendment or supplement that has been completely superseded by a later amendment or supplement).

  • Public Documents As defined in Section 4.02(a) of this Agreement.

  • Disclosure Document means any registration statement (including the Form 10) filed with the SEC by or on behalf of any Party or any member of its Group, and also includes any information statement (including the Information Statement), prospectus, offering memorandum, offering circular, periodic report or similar disclosure document, whether or not filed with the SEC or any other Governmental Authority, in each case that describes the Separation or the Distribution or the SpinCo Group or primarily relates to the transactions contemplated hereby.

  • L/C Documents means the Letters of Credit, any draft or other document presented in connection with a drawing thereunder, the Applications and this Agreement.

  • Disclosure Documents is defined in Section 5.3.

  • Offering Circular means the final offering circular or memorandum, if any, or any other final written materials authorized by the Issuer to be used in connection with an Offering that is not a Registered Offering. “Preliminary Offering Circular” means any preliminary offering circular or memorandum, if any, or any other written preliminary materials authorized by the Issuer to be used in connection with such an Offering. As used herein, the terms “Offering Circular” and “Preliminary Offering Circular” include the material, if any, incorporated by reference therein. We will either, as soon as practicable after the later of the date of the Invitation Wire or the date made available to us by the Issuer, furnish to you (or make available for your review) a copy of any Preliminary Offering Circular or any proof or draft of the Offering Circular. In any event, in any Offering involving an Offering Circular, the Manager will furnish, make available to you, or make arrangements for you to obtain, as soon as practicable after sufficient quantities thereof are made available by the Issuer, copies (which may, to the extent permitted by law, be in electronic form) of the Preliminary Offering Circular and Offering Circular, as amended or supplemented, if applicable (but excluding, for this purpose, documents incorporated therein by reference).

  • Base Prospectus means the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Execution Time.

  • Interim Prospectus Supplement means the prospectus supplement relating to the Shares prepared and filed pursuant to Rule 424(b) from time to time as provided by Section 4(x) of this Agreement.

  • Pricing Disclosure Package means any Issuer General Use Free Writing Prospectus issued at or prior to the Applicable Time, the Pricing Prospectus and the information included on Schedule 2-A hereto, all considered together.

  • Disclosure Statement means the written disclosure statement that relates to this Plan, as approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code and Bankruptcy Rule 3017, as such disclosure statement may be amended, modified or supplemented from time to time.

  • Memorandum means the memorandum of association of the Company.