The Memorandum. Each of Series J and the Managing Owner agrees to cooperate and use its good faith, and best efforts in connection with (i) the preparation by the Trust of the Memorandum (and any amendments or supplements thereto), (ii) the filing of all documents (and any amendments or supplements thereto) with such governmental and self-regulatory authorities as the Managing Owner deems appropriate for the sale of the Interests and the taking of such other actions not inconsistent with this Agreement as the Managing Owner may determine to be necessary or advisable in order to make the proposed offer and sale of Interests lawful in any jurisdiction, and (iii) the taking of such other actions as the Managing Owner may reasonably determine to be necessary or advisable in order to comply with any other legal or regulatory requirements applicable to the Trust or Series J. The Advisor agrees to make all required disclosures regarding itself, its officers and principals, trading performance, Trading Approach, customer accounts (other than the names of customers, unless such disclosure is required by law or regulation) and otherwise as may be required, in the reasonable judgment of counsel to the Managing Owner, to be made in the Memorandum and in applications to any such jurisdictions by reason of any law or regulation applicable to the Trust or Series J. Except as required by applicable law or regulations, no description of, or other information relating to, the Advisor may be distributed by the Managing Owner without the prior written consent of the Advisor; provided that distribution of performance information relating to Series J’s account shall not require consent of the Advisor.
The Memorandum. The Memorandum does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.
The Memorandum. (6) The balance sheets of the Company for the twelve months ended December 31, 2003 have been prepared in conformity with generally accepted accounting principles applied on a consistent basis, are consistent in all material respects with the books and records of the Company and accurately present in all material respects the financial position of the Company and its subsidiaries as of December 31, 2003. There has been no material adverse change in the financial condition or business or results of operations of the Company or its subsidiaries since December 31, 2003, except as disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 and the Memorandum.
The Memorandum. The CPS Information as of its date did not and as of the Closing Date and each Subsequent Draw Date will not, and the Memorandum (including any information incorporated by reference therein) as of its date did not and at the Closing Date and each Subsequent Draw Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that CPS makes no representation or warranty as to the information contained in or omitted from the Memorandum, or any amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Issuer or CPS by the Placement Agent specifically for inclusion therein. CPS acknowledges that the Placement Agent Information constitutes the only information furnished by the Placement Agent for inclusion in the Memorandum. As of the Closing Date, the Notes, the Indenture, the Sale and Servicing Agreement and the Note Purchase Agreement conform in all material respects to the respective descriptions thereof contained in the Memorandum.
The Memorandum. The Board also wishes to announce that on 20 May 2013, Xxxxxxx Xxx Xxxx entered into the memorandum of understanding (“Memorandum”) with Beijing Sanjili in relation to the possible cooperation in new energy projects (including gas-based and solar photovoltaic power projects) in the PRC. Pursuant to the Memorandum, both parties agreed to cooperate in new energy projects in the following three aspects:
The Memorandum. US BioEnergy has delivered to Superior Corn a true, correct and complete copy of a Confidential Private Placement Memorandum dated January 31, 2005 currently being used by US BioEnergy in its offering of up to 100,000,000 shares of Class A common stock (as such Confidential Private Placement Memorandum may be supplemented or amended from time to time by the Company and provided a copy of such supplement or amendment is promptly delivered to Superior Corn, the “Memorandum”). The Memorandum as used by the Company in the offer or sale of its Class A common stock does not contain any untrue statement of fact or omit to state a material fact required to be stated in the Memorandum or which would be necessary to make any statement in the Memorandum, in light of the circumstances under which they were made, not misleading.
The Memorandum. The Memorandum sets forth the essential disclosures, terms, and conditions relating to and describing an investment in the Preferred Shares. The Corporation has delivered a copy of the Memorandum to Ash Capital for review; and has delivered attendant thereto a copy of the "Subscription Agreement" (the "Subscription Agreement"), which must be completed, executed and delivered to the Corporation, as described in the Memorandum, by all investors in the Preferred Shares. A copy of the Subscription Agreement is attached hereto as Exhibit "A." The Corporation has also delivered to Ash Capital a copy of its financial statements and projections.
The Memorandum. The Memorandum of Matters Referred for Hearing and Determination (Memorandum) states:
The Memorandum. Each of Series J and the Managing Owner agrees to cooperate and use its good faith, and best efforts in connection with (i) the preparation by the Trust of the Memorandum (and any amendments or supplements thereto), (ii) the filing of all documents (and any amendments or supplements thereto) with such governmental and self-regulatory authorities as the Managing Owner deems appropriate for the sale of the Interests and the taking of such other actions not inconsistent with this Agreement as the Managing Owner may determine to be necessary or advisable in order to make the proposed offer and sale of Interests lawful in any jurisdiction, and (iii) the taking of such other actions as the Managing Owner may reasonably determine to be necessary or advisable in order to comply with any other legal or regulatory requirements applicable to the Trust or Series J. The Advisor agrees to make all required disclosures regarding itself, its officers and principals, trading performance, Trading Approach, customer accounts (other than the names of customers, unless such disclosure is required by law or regulation) and otherwise as may be required, in the reasonable judgment of counsel to the Managing Owner, to be made in the Memorandum and in applications to any such jurisdictions by reason of any law or regulation applicable to the Trust or Series J. Except as required by applicable law or regulations, no description of, or other information relating to, the Advisor may be distributed by the Managing Owner and/or Series J without the prior written consent of the Advisor; provided that distribution (no frequent than weekly) of performance information for periods of one week or greater relating to Series J’s account as a whole (not solely relating to the Allocated Assets of Series J allocated to the Advisor) according to Section 5(c)(B) shall not require consent of the Advisor. In addition, except as required by applicable law or regulations, the Managing Owner and/or Series J shall not disclose or distribute information relating to the Financial Instrument positions in, or purchases or sales of Financial Instruments for, the Account, provided that Series J and/or the Managing Owner will provide the Advisor with prior written notice of the information to be disclosed to the extent that such notice is permissible under the circumstances and will seek, and will allow Advisor to seek, to obtain confidential treatment of such information by the persons to whom it is disclosed.
The Memorandum. 6.1 The Owner shall record with the Xxxxxxxxxx County Register of Deeds a Memorandum of Stormwater Management Operations and Maintenance Agreement which serves as notice of this Agreement in a title search, the template for which is set forth at Exhibit D to this Agreement.
