Disclosure Memoranda definition
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.
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.
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.
The parties' reaching mutual agreement on the final form of the Schedules and Disclosure Memoranda is a condition to Closing hereunder.
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.
Ripley National has good and marketable title to all of the Real Prop▇▇▇▇ ▇isted as owned by it in the Ripley Disclosure Memoranda and valid leasehold interests in all of t▇▇ ▇▇▇l Property listed as leased by it in the Ripley Disclosure Memoranda, free and clear of any liens and encumbra▇▇▇▇ ▇xcept taxes and assessments not delinquent and utility and other easements that do not interfere with the use of the property for the business being conducted thereon.
Prior to the Effective Date, Ripley National shall deliver to Oak Hill Financial a supplement to t▇▇ ▇▇▇ley Disclosure Memoranda, which shall contain a description of any ▇▇▇ ▇ll such matters.