Heretofore Clause Samples

Heretofore. PayEase and Loyalty Alliance have conducted their businesses separately.

Heretofore. Borrowers executed and delivered that certain Commercial Loan and Security Agreement (Revolving Draw Loan) (the “Loan Agreement”), dated November 30, 2009, pertaining to and securing the Note.

Heretofore the Government has made, entered into, and delivered a certain Commitment to Guarantee Note (the "Commitment"), dated January 28, 1988, as amended on November 15, 1988, the Commitment to Guarantee Note executed on November 22, 1988, and further amended by Approval Letters dated August 13, 1999, and such Commitment has been accepted by Omega Protein, Inc., formerly ▇▇▇▇▇▇ Protein (USA), Inc., (the "Payor"). The Guarantor is advised that the Commitment contemplates the issuance of an obligation in the aggregate amount of $5,590,203.00 by the Payor to Hibernia National Bank (the "Payee") which will be guaranteed by the Government (the "Guaranteed Note"). The consideration for the Guaranteed Note is a loan from the Payee to the Payor. The Commitment also contemplates the issuance of promissory notes by the Payor (the "Notes") which will be secured by a Deed of Trust and Security Agreement, an Assignment of Lease, a Collateral Mortgage and Assignment of Leases, Preferred Ship Mortgages, and UCC Security Interests (the "Loan Documents"), from the Payor to the Government to be executed and delivered by the Payor to the Government. The consideration for the Note and the Loan Documents is the Government's guarantee contained in the Guaranteed Note. The Guarantor understands that the Government is unwilling to enter into the aforementioned transaction unless payment pursuant to the Note and Loan Documents shall be guaranteed absolutely and unconditionally by the Guarantor. This Guaranty Agreement is executed and delivered by the Guarantor in order to induce the Government to enter into the aforementioned transaction with the Payor and Payee.

Heretofore. Lender and Borrowers have executed that certain Second Modification Agreement (the “Second Modification Agreement”), dated November 30, 2010, modifying the Note, the Loan Agreement, the Deed of Trust and all other documents evidencing, securing or pertaining to the Loan, as specifically set forth in the Second Modification Agreement.

Heretofore. Cypress and SunPower have conducted their businesses separately.

Heretofore the Issuer and the Company did agree that the Issuer would finance the Project Costs. The Company has estimated that the Project Costs would not be less than $7,000,000.

Heretofore. Borrower and Parent (among others) made and entered into a certain Credit Agreement, dated as of March 23, 2007 (which, as amended or modified to date, is herein called the “Original Credit Agreement”) pursuant to which Lenders, acting through Agent, agreed to extend credit to Borrower subject to the terms and conditions set forth therein, including continuing guaranties from Parent together with Earth LNG, Inc. (“Earth”) and the other “Loan Parties” so identified therein (herein called the “Other Loan Parties”). Parent, Earth and PNG Ventures, Inc, a Nevada corporation (“PNG”), have entered into a Share Exchange Agreement, dated of even date herewith (which, as amended or modified from time to time, is called herein the “Share Exchange Agreement”) pursuant to which, effective this date, Earth has exchanged with PNG all of its existing membership interests in New Earth LNG, LLC, (“Earth Newco”), a Delaware limited liability company and wholly owned subsidiary of Earth, for certain capital stock in PNG (the “Share Exchange”). In connection with the Share Exchange, Earth, the Other Loan Parties and New Earth have requested that they be released from their obligations under the Original Credit Agreement and the Amended and Restated Guarantee and Collateral Agreement; and, in addition, Parent and Borrower have requested that the Lenders make certain other modifications to the terms of the Original Credit Agreement; all of which Lenders have agreed to do; subject, however, to the terms and conditions herein contained. The parties hereto have agreed to amend and restate, in its entirety, the Original Credit Agreement in order to give effect to the foregoing. Now, therefore, in consideration of the foregoing premises and the mutual agreements herein contained, the Lenders hereby consent to the release of the Other Loan Parties from their obligations under the Original Credit Agreement and the Amended and Restated Guarantee and Collateral Agreement and the parties hereto agree to amend and restate the Original Credit Agreement in its entirety as follows:

Heretofore. Owner has used a 2,621 square feet building as office space with three model units of Owner’s Assisted Living and Memory Care Community. Owner proposes to use such building as a health care training facility and be allowed to make accompanyy signage modifications.

Heretofore the Borrower and the Lender have entered into that certain Amended and Restated Purchase and Sale Agreement, dated as of February 2, 1996 (the "Existing Agreement"), pursuant to which the Borrower pledged to the Lender certain Previously Pledged Mortgage Assets. The Borrower and the Lender are entering into this Agreement, which supersedes the Existing Agreement and is a continuation of the agreement set forth therein, as amended and modified herein. The Borrower has requested that the Lender from time to time make revolving credit loans to it to finance certain Eligible Assets (as defined below) owned by the Borrower, and the Lender is prepared to make such loans upon the terms and conditions hereof and Annexes I and II hereto as applicable. Accordingly, the parties hereto agree as follows: