PSB Disclosure Memorandum definition

PSB Disclosure Memorandum means the written information entitled “PSB Disclosure Memorandum” delivered prior to the date of this Agreement to MSL 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

Examples of PSB Disclosure Memorandum in a sentence

  • Except as disclosed in Section 5.12 of the PSB Disclosure Memorandum, neither PSB nor any of its Subsidiaries has engaged in or been party to any Derivative Transactions.

  • Section 5.30 of the PSB Disclosure Memorandum, contains a true, correct and complete copy of the calculation of the PSB Adjusted Capital as of the date of this Agreement.

  • Section 5.4 of the PSB Disclosure Memorandum sets forth a complete and correct list of all the Subsidiaries of PSB.

  • Except as set forth in Section 5.6 of the PSB Disclosure Memorandum, PSB has no Liabilities of a nature required to be reflected on a consolidated balance sheet prepared in accordance with GAAP, except Liabilities that are accrued or reserved against in the consolidated balance sheet of PSB as of December 31, 2011, included in the PSB Financial Statements or reflected in the notes thereto.

  • Except as set forth in Section 5.29 of the of the PSB Disclosure Memorandum, none of the PSB Entities or any of their respective officers, directors, employees or agents has employed any broker or finder or incurred any liability for any financial advisory fees, brokerage fees, commissions or finder’s fees, and no broker or finder has acted directly or indirectly for any of the PSB Entities, in connection with this Agreement or the transactions contemplated hereby.

  • MidSouth Bank and each of the persons set forth on Section 9.2(f) of the PSB Disclosure Memorandum shall have entered into an employment agreement or consulting agreement on terms mutually satisfactory to the parties thereto.

  • Commencement Date Effective Time Maturity Date The earlier of (i) three years after the Closing Date or (ii) the complete pay off of the loans identified on Section A of the PSB Disclosure Memorandum (the “Identified Loans”).

  • If requested by MSL, MSL shall have received from each PSB shareholder listed on Section 9.2(d) of the PSB Disclosure Memorandum a signed Lock-Up Agreement in substantially the form attached hereto as Exhibit C.

  • In add- ition, we might discover some children at an earlier point allowing an intervention to begin sooner to benefit the child and family.

  • Except as disclosed in Section 5.19 of the PSB Disclosure Memorandum, there is no Litigation instituted, pending or overtly threatened (or unasserted but considered probable of assertion) against the PSB Entities, or against any employee benefit plan of the PSB Entities, or against any Asset, interest, or right of any of them, nor are there any Orders of any Regulatory Authorities outstanding against any PSB Entity.

Related to PSB 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.

  • 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.

  • Parent Disclosure Letter means the disclosure letter delivered by Parent to the Company in connection with, and upon the execution of, this Agreement.

  • 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 of the Company referred to in, and delivered pursuant to, this Agreement.

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

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

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

  • 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.

  • 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.

  • Seller Disclosure Schedule means the disclosure schedule dated, and delivered by Seller to Buyer on, the date of this Agreement. The Sections of the Seller Disclosure Schedule will be numbered to correspond to the applicable Section of this Agreement and, together with all matters under such heading, will be deemed to qualify only that Section unless it is manifestly evident from such disclosure that it qualifies another Section, in which case it will be deemed to qualify such other Section.

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

  • Disclosure Letters means the Seller Disclosure Letter and 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.

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

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

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

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

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

  • Risk Disclosure Statement the risk disclosure statement provided by the Broker to the Client before the opening of the Account and/or from time to time in form prescribed by the SFC from time to time with the current version set out in Part IV;

  • Company SEC Documents shall have the meaning set forth in Section 4.7(a).

  • Public Filings means the reports, schedules, forms, statements and other documents filed by the Company or Bezeq with the SEC or the ISA, as applicable, and publically available at least two (2) Business Days prior to the date of this Agreement.

  • Disclosure Documents is defined in Section 5.3.