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.
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