Descriptive Memorandum definition

Descriptive Memorandum means the document titled “Summary of Divestiture Assets” distributed by Seller to Purchaser on or about October 6, 2006, consisting of 20 numbered pages plus selected financial information consisting of an unaudited balance sheet and statement of income, and accompanying notes, as of June 30, 2006.

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Descriptive Memorandum has the meaning specified in Section 3.1.

Descriptive Memorandum shall have the meaning set forth in Section 6.26 hereof.

Examples of Descriptive Memorandum in a sentence

• Assuming the accuracy in all material respects of TISM's representations and warranties hereunder and the reasonableness of the projections provided by the Company in the Descriptive Memorandum prepared by ▇.▇.

• For purposes of this Agreement, “Company Intellectual Property” means all Intellectual Property, whether owned or licensed by the Company pursuant to the Third Party Licenses, which is necessary for the conduct of the Company’s business, as it is currently conducted or as contemplated to be conducted as set forth in the Company’s Confidential Descriptive Memorandum.

• The statement of costs for fiscal 2000 contained in the Descriptive Memorandum, dated March 14, 2001, provided by Seller to Buyer in connection with the sale of the Business presents fairly in all material respects the costs incurred by the Business for the period referred to therein and has been prepared based on the internal accounting principles used historically by Seller.

• For purposes of this Section 9.6, "Adjusted EBITDA" shall mean EBITDA calculated and adjusted using the same methodology and procedures as used in that certain Beverly Enterprises Florida Facilities Descriptive Memorandum, dated September 30, 2000, regarding the disposition of the Facilities.

• It is understood that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including but not limited to, the Descriptive Memorandum dated July 2005, made available by the GT Companies and its representatives are not and shall not be deemed to be or to include representations or warranties of the GT Companies.

More Definitions of Descriptive Memorandum

Descriptive Memorandum as defined in Section 1.5.

Descriptive Memorandum means the offering memorandum relating to the neurosurgical instrument business of Seller and its Affiliates prepared by Credit Suisse First Boston (Europe) Ltd. and delivered to the Buyer on or about December 15, 1997.

Descriptive Memorandum means the Descriptive Memorandum dated February 2000 relating to the Company, a copy of which has been provided to the Buyer.

Descriptive Memorandum means that certain confidential information memorandum that was distributed through ▇.▇. ▇▇▇▇▇▇ Securities Inc. by SSCE with respect to the Business.

Descriptive Memorandum means that certain confidential information memorandum that was distributed by Seller with respect to the Business.

Descriptive Memorandum means the descriptive memorandum provided to Buyer Parents under cover of ▇▇▇▇▇▇ Brothers, Inc. Designated Coastal Representative - shall mean an employee of Coastal or an Affiliate designated by Coastal from time to time. The initial Designated Coastal Representative will be designated at Closing. Coastal may change such designation by giving the LLC notice. Disagreement Notice - shall have the meaning set forth herein at Section 2.2(d). Disclosure Schedule - shall mean the Disclosure Schedule attached to this Agreement and incorporated herein for all purposes. Environmental Claim - shall have the meaning set forth herein at Section 4.28.

Descriptive Memorandum has the meaning set forth in Section 9.2.