Final Memorandum Clause Samples
The Final Memorandum clause establishes that a specific written document serves as the definitive record of the parties' agreement. In practice, this means that only the terms and conditions outlined in the final memorandum are legally binding, and any prior drafts, negotiations, or informal understandings are excluded from the contract. This clause ensures clarity and prevents disputes by confirming that the final, signed memorandum is the sole source of contractual obligations between the parties.
Final Memorandum. The Final Memorandum as of its date does not, and at the Time of Purchase will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this Section 3.1(a) do not apply to statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchaser furnished to the Company in writing by the Initial Purchaser expressly for use in the Final Memorandum or any amendment or supplement thereto as set forth in Section 8.4 hereof. The statistical and market-related data included in the Final Memorandum (i) are based on or derived from sources that the Company believes to be reliable and accurate, (ii) represent the Company's good faith estimates that are made on the basis of data derived from sources that the Company believes to be reliable or (iii) represent the Company's good faith estimates that are based on internal Company surveys that the Company believes have a reasonable basis. The Notes, the Indenture and the Registration Rights Agreement conform in all material respects to the description thereof in the Final Memorandum.
Final Memorandum. The Final Memorandum at the Closing Date does not contain any untrue statement of a material fact or omit to state a 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 the Company makes no representation or warranty as to the information contained in or omitted from the Final Memorandum in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Initial Purchaser specifically for inclusion therein.
Final Memorandum. Neither the Final Memorandum nor any amendment or supplement thereto as of the date thereof and at all times subsequent thereto up to the Closing Date (as defined in Section 3 below) contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this Section 2(a) do not apply to statements or omissions made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by the Initial Purchasers through the Representatives expressly for use in the Final Memorandum or any amendment or supplement thereto. The Final Memorandum and any amendment or supplement thereto complied or will comply as to form in all material respects with the provisions of the Act that would apply if the offering of the Notes were registered under the Act on Form S-1.
Final Memorandum. None of the Company or the Subsidiaries is, or immediately after the sale of the Securities to be sold hereunder and the application of the proceeds from such sale (as described in the Final Memorandum under the caption "Use of Proceeds") will be, an "investment company" or "promoter" or "principal underwriter" for an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended and the rules and regulations thereunder.
Final Memorandum. 9 Generalll Accepted Accounting Priniples or GAAP.........................9
Final Memorandum. The Consultant Team will address any comments received from the County on the memorandum and will prepare the Final Response to Comments Memorandum. The Consultant Team assumes that a minimal level of effort, not exceeding 4 hours, would be required to respond to any comments from the County on the Screencheck Draft memorandum. One (1) electronic copy of the final memorandum will be provided to the County.
Final Memorandum. The Subsequent Purchasers agree and acknowledge that (a) they received the Final Memorandum in connection with their purchase of the Notes only by reason of their purchase of the Notes from the Initial Purchaser and (b) they did not rely on the Final Memorandum in making their investment decision, and that the Company will have no liability under this Agreement or otherwise to the Subsequent Purchasers on account of any statements therein; provided that the foregoing shall not affect the rights and obligations of the parties under this Agreement or otherwise as if the Final Memorandum had not been delivered to the Initial Purchaser.
Final Memorandum. The Company shall have complied with the provisions of Section 4(c) hereof with respect to the furnishing of Final Memoranda on the New York Business Day next succeeding the Execution Date;