SouthBank Disclosure Memorandum definition

SouthBank Disclosure Memorandum means the written information entitled “SouthBank Disclosure Memorandum” delivered prior to the date of this Agreement to SBKC 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 SouthBank Disclosure Memorandum in a sentence

  • The minute book and other organizational documents for SouthBank have been made available to SBKC for its review and, except as disclosed in Section 5.1 of the SouthBank Disclosure Memorandum, accurately reflect all amendments thereto and all proceedings of the Board of Directors and shareholders thereof.

  • SBKC shall also honor in accordance with their terms all employment, severance, consulting, option and other contracts of a compensatory nature to the extent disclosed in the SouthBank Disclosure Memorandum between SouthBank and any current or former director, officer or employee thereof, and no other contracts of the types described that are not so disclosed shall be deemed to be assumed by SBKC by reason of this Section 8.13.

  • SouthBank has disclosed in Section 8.11 of the SouthBank Disclosure Memorandum all Persons whom it reasonably believes is an “affiliate” of SouthBank for purposes of Rule 145 under the 1933 Act.

  • Except as disclosed in Section 11.3 of the SouthBank Disclosure Memorandum and of the SBKC 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.

  • There is no audit examination, deficiency, or refund Litigation with respect to any Taxes, except as reserved against in the SouthBank Financial Statements delivered prior to the date of this Agreement or as disclosed in Section 5.9 of the SouthBank Disclosure Memorandum.

  • Except as disclosed in Section 5.12 of the SouthBank Disclosure Memorandum, no officer, director or employee of SouthBank is a party to any Contract that restricts or prohibits such officer, director or employee from engaging in activities competitive with any Person, including SouthBank.

  • Except as disclosed in Section 5.12 of the SouthBank Disclosure Memorandum, SouthBank is not obligated to pay any recurring royalties to any Person with respect to any such Intellectual Property.

  • The information contained in the SouthBank Disclosure Memorandum shall be deemed to be part of and qualify all representations and warranties contained in this Article 5 and the covenants in Article 7 to the extent applicable.

  • Section 5.18 of the SouthBank Disclosure Memorandum contains a summary of all Litigation as of the date of this Agreement to which SouthBank is a party and that names SouthBank as a defendant or cross-defendant or for which SouthBank has any potential Liability in excess of $50,000.

  • Votes against: 9,826,292 votes; 0.09% of the total represented at the time of voting.

Related to SouthBank 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.

  • 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).

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

  • 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.

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

  • 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.

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

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

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

  • 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.

  • 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.

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

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

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

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

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

  • 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).

  • the Memorandum means the Memorandum of Association of the Academy Trust;

  • Disclosure Documents is defined in Section 5.3.