Common use of BACKGROUND AND ACKNOWLEDGMENTS Clause in Contracts

BACKGROUND AND ACKNOWLEDGMENTS. The Purchaser wishes to enter into that certain Limited Liability Company Interest Purchase Agreement of even date (the “Purchase Agreement”) between the Purchaser, on the one hand, and Seller and the other “Members” therein defined, on the other hand, relating to the transfer of all of the limited liability company interests of Minecode LLC, a Washington limited liability company (the “Company”) to the Purchaser, but the Purchaser is unwilling to do so unless simultaneously therewith Seller agrees to execute and deliver this Agreement. Capitalized terms used but not defined in this Agreement have the meanings assigned thereto within the Purchase Agreement.