Disclosure Memoranda definition

Disclosure Memoranda means, collectively, the SmartFinancial Disclosure Memorandum and the Entegra Disclosure Memorandum.
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Disclosure Memoranda means, collectively, the Company Disclosure Memorandum and the Target Disclosure Memorandum.
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Disclosure Memoranda shall have the meaning set forth in Section 8.13.
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Examples of Disclosure Memoranda in a sentence

  • This Agreement, including and together with the Exhibits and Schedules hereto and the Disclosure Memoranda, and the Confidentiality Agreement (but only to the extent the Confidentiality Agreement is not inconsistent with this Agreement) represent the entire understanding of the Parties with respect to the transactions contemplated hereby and supersede any and all prior agreements, understandings, and arrangements, whether written or oral, between or among the Parties with respect to such subject matter.

  • The Merger Agreement, the Disclosure Memoranda, and all Exhibits attached hereto are hereby incorporated by reference herein.

  • The parties agree to work together in good faith and use their reasonable best efforts to agree upon and finalize mutually acceptable Schedules and Disclosure Memoranda within 72 hours after execution of this Agreement.

  • The parties accept, acknowledge, and agree that they are executing this agreement with the Schedules and Disclosure Memoranda hereto in draft form.

  • Except as disclosed in Section 6.6(a) of the LSB Disclosure Memoranda, there is no audit examination, deficiency, or refund Litigation with respect to any Taxes.

  • Any disclosure made in any section of the Disclosure Memoranda delivered pursuant to this Agreement shall be deemed to be disclosure for purposes of any other Section to which the relevance of such item is reasonably apparent on its face.

  • At any time and from time to time between the date hereof and the date that is two business days prior to the Closing Date, Seller and Purchaser shall have the right and the continuing obligation to supplement their respective Disclosure Memoranda with respect to any matter arising or coming to the Knowledge of Seller or Purchaser after the date hereof that, if existing, occurring or known at such date, would have been required to be set forth or described in such Disclosure Memorandum.

  • The parties' reaching mutual agreement on the final form of the Schedules and Disclosure Memoranda is a condition to Closing hereunder.

  • The parties’ reaching mutual agreement on the final form of the Schedules and Disclosure Memoranda is a condition to Closing hereunder.

  • This Agreement, together with the Disclosure Memoranda and Exhibits referenced herein, and the Confidentiality Agreement, constitute the entire agreement of the parties with respect to matters set forth in this Agreement and supersede any prior understanding or agreement, oral or written, with respect to such matters.


More Definitions of Disclosure Memoranda

Disclosure Memoranda means, collectively, the Commerce Union Disclosure Memorandum and the Community First Disclosure Memorandum.
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Disclosure Memoranda means, collectively, the Citizens Disclosure Memorandum and the Charter Disclosure Memorandum.
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Disclosure Memoranda means, collectively, the Reliant Disclosure Memorandum and the TCB Holdings Disclosure Memorandum.
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Disclosure Memoranda shall have the same meaning as set forth in Section 8.15 of this Agreement.
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Related to Disclosure Memoranda

  • Disclosure Memorandum means the set of numbered schedules referencing Sections of this Agreement delivered by Seller and dated of even date herewith, as supplemented by new or amended schedules delivered by Seller prior to the Closing.

  • Disclosure Letters means the Seller Disclosure Letter and the Buyer Disclosure Letter.

  • Disclosure Schedule has the meaning set forth in Section 3 below.

  • Disclosure Letter means the disclosure letter dated the date of this Agreement and delivered by the Vendor to the Purchaser with this Agreement.

  • Disclosure Schedules means the Disclosure Schedules of the Company delivered concurrently herewith.

  • Company Disclosure Schedules means the disclosure schedules delivered by the Company to the Commitment Parties on the date of this Agreement.

  • Company Disclosure Schedule means the disclosure schedule delivered by the Company to and accepted by Parent and Merger Sub on the date hereof.

  • SEC Filings has the meaning set forth in Section 4.6.

  • SEC Documents shall have the meaning specified in Section 4.5.

  • Parent Disclosure Schedule means the disclosure schedules delivered by Parent to the Company simultaneously with the execution of this Agreement.

  • Seller Disclosure Schedules means the disclosure schedules of Seller delivered by Seller pursuant to this Agreement.

  • Buyer Disclosure Schedules means the disclosure schedules delivered by Buyer to Seller concurrently with the execution of this Agreement.

  • Company Disclosure Letter has the meaning set forth in Article III.

  • Seller Disclosure Schedule means the disclosure schedule delivered by Seller to Purchaser contemporaneously with the execution and delivery of the Agreement.

  • Purchaser Disclosure Schedule means the schedule (dated as of the date of the Agreement) delivered to Seller and the Members by the Purchaser, a copy of which is attached to this Agreement.

  • Seller Disclosure Letter means the Seller Disclosure Letter attached hereto, dated as of the date hereof, delivered by Seller to Purchaser in connection with this Agreement.

  • Buyer Disclosure Schedule means the disclosure schedule dated as of the date hereof delivered by Buyer to Seller in connection with the execution and delivery of this Agreement.

  • Parent Disclosure Letter has the meaning set forth in Article IV.

  • Sellers Disclosure Schedule means the disclosure schedule delivered by the Sellers to the Purchaser on the date hereof.

  • Purchaser Disclosure Letter means the disclosure letter delivered by the Purchaser to the Company at the time of execution hereof.

  • Buyer Disclosure Letter means the disclosure letter delivered by Buyer to Seller concurrently with the execution and delivery of this Agreement.

  • Company SEC Documents has the meaning set forth in Section 3.5(a).

  • Information Certificate means the Information Certificate of Borrower constituting Exhibit A hereto containing material information with respect to Borrower, its business and assets provided by or on behalf of Borrower to Lender in connection with the preparation of this Agreement and the other Financing Agreements and the financing arrangements provided for herein.

  • Disclosure Documents is defined in Section 5.3.

  • Company Disclosure Documents is defined in Section 3.4(g) of the Agreement.

  • SEC Reports shall have the meaning ascribed to such term in Section 3.1(h).