BACKGROUND STATEMENT Clause Samples
A Background Statement clause serves to provide context and set the stage for the agreement by outlining the relevant facts, intentions, or circumstances leading up to the contract. It typically summarizes the relationship between the parties, the purpose of the agreement, and any pertinent background information that informs the contract’s terms. By establishing this context, the clause helps clarify the motivations and objectives of the parties, ensuring that the contract’s provisions are interpreted in light of the underlying circumstances and reducing the risk of misunderstandings.
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BACKGROUND STATEMENT. The Borrower has requested that the Lenders make available to the Borrower a revolving credit facility in the aggregate principal amount of $100,000,000, subject to the availability provisions hereof. The Borrower will use the proceeds of these facilities as provided in Section 2.
BACKGROUND STATEMENT. The Buyer and the Company desire to effect a merger pursuant to which the Company will merge into the Buyer, with the Buyer being the surviving corporation (the "MERGER"). In consideration of the Merger, the shareholders of the Company will receive shares of common stock of the Buyer. It is intended that the Merger qualify as a tax-free reorganization under Section 368 of the Internal Revenue Code.
BACKGROUND STATEMENT. NCR Voyix and Customer agree that this Agreement will apply to: (a) the subscription licensing to Customer of Software at selected Customer sites and Hosted Software accessed via the internet; (b) the subscription or purchase of Equipment by Customer; and (c) NCR Voyix’s maintenance and support services, if any, for such Software and Equipment, as well as certain other services as set forth herein. Payment processing services are not covered by this Agreement. If NCR Voyix provides payment processing services as part of a Product bundle or otherwise, then such processing services will be covered by separate agreement.
BACKGROUND STATEMENT. The Borrower has requested, and subject to the terms and conditions set forth in this Agreement, the Lenders have agreed to extend certain credit to the Borrower.
BACKGROUND STATEMENT. The Corporation desires to grant to Recipient Restricted Stock Units (the “Units”) pursuant to the ▇▇▇▇, Inc. 2015 Equity Incentive Plan (the “Plan”). Capitalized terms used but not defined in this Agreement shall have the meanings given to them in the Plan.
BACKGROUND STATEMENT. The Executive is a principal officer of the Bank and the Company and his continued services are important to the Bank, its depositors and customers, and the Company’s shareholders. The Bank and the Company believe it is in their best interests that the Executive continue to render services to the Bank and the Company if a Change in Control is threatened or occurs, free from the distractions and vexations which might result if his personal economic security is made uncertain as a result of an impending Change in Control.
BACKGROUND STATEMENT. The Company enables rapid platform design and integration for the global voice and data communications markets through custom and off-the-shelf communications equipment, embedded software development suites, and systems integration and consulting services for telecom and enterprise networks. Executive desires to continue to be employed by the Company. The Company desires to continue to employ Executive under the terms and conditions of this Agreement. This Agreement sets forth the terms of Executive’s employment. The parties agree that this Agreement is supported by valuable consideration, that mutual promises and obligations have been undertaken by the parties to it, and that the agreement is entered into voluntarily by the parties.
BACKGROUND STATEMENT. The Borrower has requested that the Lenders make available to the Borrower revolving credit facilities in the aggregate principal amount of $725,000,000. The Borrower will use the proceeds of these facilities as provided in Section 5.5. The Lenders are willing to make available to the Borrower the credit facilities described herein subject to and on the terms and conditions set forth in this Agreement.
BACKGROUND STATEMENT. The Corporation desires to grant to Recipient an Annual Incentive Award (the “Award”) pursuant to the ▇▇▇▇, Inc. 2015 Equity Incentive Plan (the “Plan”). Capitalized terms used but not defined in this Agreement shall have the meanings given to them in the Plan.
BACKGROUND STATEMENT. Borrower and Lender are parties to that certain Amended, Restated and Consolidated Commercial Revolving Note dated March 2, 1998, in the original principal amount of $9,000,000.00 (hereinafter referred to as the "Note", and the loan evidenced thereby as the "Loan"). The Note is secured by (a) that certain Amended and Restated General Security Agreement from Borrower and Guarantors, as "Debtor" therein, to Lender, as "Secured Party" therein, dated November 19, 1997 (hereinafter referred to as the "Security Agreement"), and (b) all of the "Loan Documents," as that term is defined in that certain Amended and Restated Commercial Loan Agreement dated March 2, 1998 (hereinafter referred to as the "Loan Agreement"). Certain payment and performance obligations of Borrower provided for in the Note, the Security Agreement, and the other Loan Documents are guaranteed by Guarantors pursuant to separate Guaranty of Payment and Performance, each dated November 19, 1997 (hereinafter each referred to as a "Guaranty"). The Loan Documents have previously been amended pursuant to that certain Loan Documents Modification Agreement dated June 30, 1998, that certain Loan Documents Modification Agreement dated September 15, 1998, that certain Loan Documents Modification Agreement dated October 31, 1998, that certain Loan Documents Modification Agreement dated December 31, 1998, and that certain Loan Documents Modification Agreement dated May 31, 1999. Borrower and Lender have agreed to amend the Note and all of the other Loan Documents, Guarantors have each agreed to reaffirm their Guaranty, and the parties hereto are entering into this Amendment to evidence their agreements.