E C I T A L S. A. MASIMO has developed a new technology known as Signal Extraction Technology ("
E C I T A L S. Pursuant to Section 13.5 of the Agreement, the Parties hereby wish to amend the Agreement.
E C I T A L S. A. Section 3.1 of the Bylaws of the Company (the "Bylaws") provides that, except as set forth therein, the business and affairs of the Company shall be managed by or under the direction of a Board of Directors of the Company (the "Board"). The members of the Board of Directors are hereinafter referred to individually as a "Director" and collectively as the "Directors." B. The Company recognizes that competent and experienced persons are increasingly reluctant to serve as members of the boards of corporations unless they are protected by comprehensive liability insurance or indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such persons. C. The statutes and judicial decisions regarding the duties of such persons who serve on boards of corporations are often difficult to apply, ambiguous, or conflicting, and therefore fail to provide such persons with adequate, reliable knowledge of legal risks to which they are exposed or information regarding the proper course of action to take. D. Each of the Company and the Indemnitee recognizes that plaintiffs often seek damages in such large amounts and the costs of litigation may be so substantial (whether or not the case is meritorious), that the defense and/or settlement of such litigation is often beyond the personal resources of such persons who serve on boards of corporations. E. The Company believes that it is unfair for its Directors to assume the risk of substantial judgments and other expenses which may occur in cases in which the Director received no personal profit and in cases where the Director acted in good faith. F. Section 145 of the General Corporation Law of Delaware ("Section 145") empowers a corporation to indemnify its directors by agreement and to indemnify persons who serve, at the request of such corporations, as the director of other corporations or enterprises, and expressly provides that the indemnification provided by Section 145 is not exclusive. G. The Board has determined that contractual indemnification as set forth herein is not only reasonable and prudent but necessary to promote the best interests of the Company and its stockholders. H. The Company desires and has requested the Indemnitee to serve or continue to serve as a Director of the Company. I. The Indemnitee only is willing to serve, or to con...
Examples of E C I T A L S in a sentence
R E C I T A L S: (a) City has taken appropriate proceedings to authorize construction of the public work and improvements or other matters herein provided, and execution of this contract.
Both the acquisition and export of natural resources, such as minerals, require a licence issued by the relevant regulator.
R E C I T A L S WHEREAS, the Trust was established pursuant to a declaration of trust (the “Original Declaration of Trust”) made on October 10, 2006 between InterRent International Properties Inc.
The COUNTY and the CONSULTANT are hereafter sometimes individually referred to as a “party” or together as the “parties.” R E C I T A L S WHEREAS, the Illinois General Assembly has granted the County of DuPage ("COUNTY") authority to construct stormwater management and drainage improvements and to enter into agreements for the purposes of stormwater management and flood control (Illinois Compiled Statutes, Chapter 55, paragraphs 5/5-1062 & 5/5-15001 et.
R E C I T A L S WHEREAS, by Declaration dated November 9, 1992, and recorded among the Land Records of St. Mary’s County, Maryland, in Liber E.W.A., No. 725, folio 390&c, as amended by Amendment to Declaration of Covenants, Conditions and Restrictions dated September 9, 1993 and recorded as aforesaid in Liber E.W.A., No. 810, folio 213&c.
More Definitions of E C I T A L S
E C I T A L S. Seller desires to sell Seller’s interest in and to that certain improved parcel of real property commonly known as the Amazon Fulfillment Center, located in the Meadowville Technology Park, situated in Chesterfield County, Virginia and legally described on Exhibit 1.1.1 attached hereto (the “Land”), along with certain related personal and intangible property, and Purchaser desires to purchase Seller’s interest in and to such real, personal and intangible property.
E C I T A L S. WHEREAS, the Company recognizes that the current business environment makes it difficult to attract and retain highly qualified executives unless a certain degree of security can be offered to such individuals against organizational and personnel changes which frequently follow changes in control of a corporation; and
E C I T A L S. Seller desires to sell Seller’s interest in and to that certain improved parcel of real property commonly known as the Murfreesboro Amazon Fulfillment Center, 1950 Xxx X. Xxxxxxx Parkway, Murfreesboro, Xxxxxxxxxx County, Tennessee and legally described on Exhibit 1.1.1 attached hereto (the “Land”), along with certain related personal and intangible property, and Purchaser desires to purchase Seller’s interest in and to such real, personal and intangible property. Landlord leases the Land from The Industrial Development Board of Xxxxxxxxxx County, Tennessee (the “Master Lessor”) pursuant to the terms of that certain Lease Agreement dated December 21, 2011 (the “Master Lease”).
E C I T A L S. Pursuant to, and in accordance with the steps set forth in, that certain Membership Interest Purchase Agreement, dated as of the date hereof (the “Closing Date Acquisition Agreement”), by and among Titan International, Titan Tire Holdings, Inc., Carlstar Intermediate Holdings I LLC, The Carlstar Group LLC, AIPCF V Feeder C (Cayman), LP and AIPCF V Feeder CTP Tire LLC, Titan International, shall acquire, directly or indirectly, the equity interests of The Carlstar Group LLC (“Target”) (together with the related transactions contemplated by the Closing Date Acquisition Agreement, collectively, the “Closing Date Acquisition”). Borrowers have requested that Lenders provide a $225,000,000 revolving credit facility to Borrowers to finance a portion of the Closing Date Acquisition and their mutual and collective business enterprise. Lenders are willing to provide the credit facility on the terms and conditions set forth in this Agreement.
E C I T A L S. A. On or about May 24, 2007, Crown Carnegie Associates, LLC (“Crown”) and Tenant entered into an Office Lease (the "Original Lease") for that certain premises commonly known as Suites 100 and 200 (the "Original Premises"), 0000 Xxxx Xxxxxxxx, Xxxxx Xxx, Xxxxxxxxxx (the "Building"). The Original Premises was comprised of approximately 52,116 rentable square feet of space. Crown subsequently assigned all of its rights and obligations under the Original Lease to RREF II Freeway Acquisitions, LLC (“RREF”) and RREF assumed all of Crown’s rights and obligations under the Orig inal Lease. On or about February 21, 2014, RREF and Tenant entered into a First Amendment to Lease (the “First Amendment”). Pursuant to the First Amendment the size of the Original Premises was reduced by 11,059 rentable square feet. On or about September 29, 2014, RREF and Tenant entered into a Second Amendment to Lease (the “Second Amendment”). The Realty Associates Fund X, L.P. (“Realty Associates”) subsequently purchased the Building from RREF and became the landlord under the Original Lease, the First Amendment and the Second Amendment. On or about December 15, 2016, Landlord and Tenant entered into a Third Amendment to Lease (the “Third Amendment”). Landlord subsequently purchased the Building from Realty Associates and became the landlord under the Original Lease, First Amendment, the Second Amendment and the Third Amendment. The Original Lease as modified by the First Amendment, the Second Amendment and the Third Amendment is hereinafter referred to as the “Lease”. The Premises is currently comprised of approximately 47,037 rentable square feet and is comprised of Suites 100, 200 and 225 (the “Existing Premises”). B. Tenant now desires to return to Landlord the portion of the Premises which is commonly known as Suite 225 and which is depicted on Exhibit A to the Third Amendment (“Suite 225”). Xxxxx 000 contains approximately 5,980 rentable square feet. C. Tenant also desires to lease from Landlord Suite 125 in the Building which contains approximately 6,109 rentable square feet and which is depicted on Exhibit A attached hereto (“Suite 125”). D. References in this Fourth Amendment to the “New Premises” shall mean Suites 100, 200 and 125 containing a total of 47,166 rentable square feet. E. The term of the Lease is now scheduled to expire on March 31, 2022, and Landlord and Tenant desire to extend the term of the Lease for five (5) years and six (6) months. F. Capitalized terms in th...
E C I T A L S. A. Pursuant to the terms and conditions of that certain Loan and Security Agreement dated as of September 27, 2013, as amended by that certain First Amendment to Loan and Security Agreement, Consent and Release dated December 31, 2015 (as may be further amended, restated or replaced from time to time, the “Loan Agreement”) between Borrower and Lender, Lender has extended to Borrower a loan in the original principal amount of Five Million and no/100 Dollars ($5,000,000.00) (the “Loan”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement. B. The Loan is evidenced by that certain Promissory Note dated as of September 27, 2013, made by Borrower payable to the order of Lender in the maximum principal amount of Five Million and no/100 Dollars ($5,000,000.00) (as amended, restated and/or replaced from time to time, the "Note"). C. The Loan is secured by a Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing dated as of September 27, 2013 by Borrower to and for the benefit of Lender (as amended, restated and/or replaced from time to time, the "Mortgage"). D. The Loan Agreement, the Note, the Mortgage, and any other document now or hereafter given to evidence or secure payment of the Note or delivered to induce Lender to disburse the proceeds of the Loan, as such documents may hereafter be amended, restated and/or replaced from time to time, are hereinafter collectively referred to as the "Loan Documents". E. Borrower and Lender desire to amend the Loan Documents to make certain modifications, as more fully provided for herein. AGREEMENTS:
E C I T A L S. WHEREAS, on October 14, 2005 (the “Petition Date”), Borrowers filed voluntary petitions with the United States Bankruptcy Court for the Northern District of Georgia (the “Bankruptcy Court”) commencing cases under Chapter 11 of the Bankruptcy Code (the “Chapter 11 Cases”);