Cardinal Disclosure Memorandum definition

Cardinal Disclosure Memorandum means the written information entitled “Cardinal Disclosure Memorandum” delivered prior to the date of this Agreement to YVB describing in reasonable detail the matters contained therein and, with respect to each disclosure made therein, specifically referencing each Section of this Agreement under which such disclosure is being made. Information disclosed with respect to one Section shall not be deemed to be disclosed for purposes of any other Section not specifically referenced with respect thereto.
Sample 1
Cardinal Disclosure Memorandum means the written information entitled "Cardinal Disclosure Memorandum" delivered on or prior to the date of this Agreement to Area describing in reasonable detail the matters contained therein.
Sample 1

Examples of Cardinal Disclosure Memorandum in a sentence

  • Cardinal has disclosed in Section 5.4 of the Cardinal Disclosure Memorandum all of the Cardinal Subsidiaries as of the date of this Agreement.

  • Except as disclosed in Section 5.12 of the Cardinal Disclosure Memorandum, (i) Cardinal is not obligated to pay any recurring royalties to any Person with respect to any such Intellectual Property, and (ii) no officer, director or employee of Cardinal is a party to any Contract that restricts or prohibits such officer, director or employee from engaging in activities competitive with any Person, including Cardinal.

  • All information set forth in the Cardinal Disclosure Memorandum shall be deemed for all purposes of this Agreement to constitute part of the representations and warranties of Cardinal under this Article 5.

  • Except as disclosed in Section 5.4 of the Cardinal Disclosure Memorandum, Cardinal or one of its Subsidiaries owns all of the issued and outstanding shares of capital stock of each Cardinal Subsidiary.

  • Section 4.6 of the Cardinal Disclosure Memorandum lists, and Cardinal has attached and delivered to Yadkin Valley copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K of the Exchange Act) effected by Cardinal or its Subsidiaries other than letters of credit and unfunded loan commitments or credit lines.

  • Except as set forth in the Area or Cardinal Disclosure Memorandum, each of the Parties represents and warrants that neither it nor any of its officers, directors, employees or Affiliates has employed any broker or finder or incurred any Liability for any financial advisory fees, investment bankers' fees, brokerage fees, commissions, or finders' fees in connection with this Agreement or the transactions contemplated hereby.

  • The minute book and other organizational documents for Cardinal have been made available to YVB for its review and, except as disclosed in Section 5.1 of the Cardinal Disclosure Memorandum, are true and complete in all material respects as in effect as of the date of this Agreement and accurately reflect in all material respects all amendments thereto and all proceedings of the Board of Directors and shareholders thereof.

  • Cardinal has disclosed in Section 8.10 of the Cardinal Disclosure Memorandum all Persons whom it reasonably believes is an "affiliate" of Cardinal for purposes of Rule 145 under the 1933 Act, and Area has disclosed in Section 8.10 of the Area Disclosure Memorandum all Persons whom it reasonably believes to be an "affiliate" of Area for purposes of Rule 145 under the 1933 Act.

  • Cardinal has included in Section 5.5 of the Cardinal Disclosure Memorandum copies of all Cardinal Financial Statements for the periods ended on or before December 31, 1996 and will deliver to Area copies of all Cardinal Financial Statements prepared subsequent to the date hereof.

  • With respect to each Cardinal Contract and except as disclosed in Section 5.17 of the Cardinal Disclosure Memorandum: (i) the Contract is in full force and effect against Cardinal; (ii) Cardinal is not in Default of any material provision thereunder; (iii) Cardinal has not repudiated or waived any material provision of any such Contract; and (iv) to Cardinal’s Knowledge, no other party to any such Contract is in Default in any respect, or has repudiated or waived any material provision thereunder.

Related to Cardinal Disclosure Memorandum

  • 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.

  • Parent Disclosure Schedule means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by Parent to the Company.

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

  • Disclosure Schedule means the Disclosure Schedule, dated as of the date hereof, delivered to the Buyer by the Seller concurrently with the execution of this Agreement.

  • Disclosure Letter means the disclosure letter, dated the Effective Date, delivered by the Credit Parties to the Collateral Agent, as may be updated on the Tranche A Closing Date (if required and as permitted hereunder).

  • Company Disclosure Schedule means the disclosure schedule of the Company referred to in, and delivered pursuant to, 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.

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

  • Seller Disclosure Schedule means the disclosure schedule of Seller delivered to Purchaser in connection with the execution and delivery of this Agreement.

  • Seller Disclosure Letter means the letter, dated as of the date hereof, delivered by Seller to Buyer prior to the execution of this Agreement and identified as the Seller Disclosure Letter.

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

  • Buyer Disclosure Letter means the letter, dated as of the date hereof, delivered by Buyer to Seller prior to the execution of this Agreement and identified as the Buyer Disclosure Letter.

  • Purchaser Disclosure Schedule means the disclosure schedule of Purchaser delivered to Seller in connection with the execution and delivery of this Agreement.

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

  • Buyer Disclosure Schedules means the disclosure schedules of the Buyer, dated as of the date hereof, accompanying this Agreement.

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

  • Seller Disclosure Schedules means those certain Seller Disclosure Schedules dated as of the date of this Agreement, provided by Seller to Purchaser.

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

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

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

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

  • Company SEC Documents has the meaning set forth in Section 3.04(a).

  • Subsequent Disclosure Documents means any financial statements, management’s discussion and analysis, information circulars, annual information forms, material change reports (other than confidential material change reports), business acquisition reports or other documents issued by the Corporation after the Execution Time which are, or are deemed to be, pursuant to applicable Securities Laws, incorporated by reference into the Final Prospectuses or any Prospectus Amendment;

  • Company SEC Reports shall have the meaning set forth in Section 3.8(a).

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