Memorandum definition
Examples of Memorandum in a sentence
The Memorandum fairly describes, in all material respects, the general nature of the business and principal properties of the Parent Guarantor and its Significant Subsidiaries.
No Obligor nor any Significant Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 had such Section applied since such date.
Upon such rejection, the Subscriber shall have no further obligations to the Fund, except for such obligations of confidentiality as the Subscriber has agreed to by acceptance of the Memorandum (as defined below).
Neither the Company nor any of its Subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against the Company or the Initial Purchasers for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Securities or any transaction contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum.
The Company and its Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations or any “variable interest entities” within the meaning of the Financial Accounting Standards Board’s Accounting Standards Codification Topic 810), which are not disclosed in the Time of Sale Information or the Offering Memorandum.