Incorporation of Agreements. The Exchange Agreement and the Tax Receivable Agreement shall each be treated as part of this Agreement as described in Section 761(c) of the Code and Treasury Regulation Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c).
Incorporation of Agreements. This Agreement supersedes all prior negotiations, correspondence, conversations, agreements, or understandings, applicable to the matters contained therein. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written.
Incorporation of Agreements. This Agreement constitutes the entire understanding and is the sole agreement of the parties and all other agreements, oral or written, are incorporated herein.
Incorporation of Agreements. The agreements identified in this Agreement are incorporated herein by reference and made a part hereof. In Witness, the parties have duly executed this Agreement as of the date first above written. WITNESS: SELLING STOCKHOLDER: /s/ Xxxx Xxxxx By: /s/ Xxxxxxx Xxxxx ---------------------- ---------------------- Name: Xxxx Xxxxx Xxxxxxx Xxxxx ---------------- WITNESS: COMPANY:
Incorporation of Agreements. The agreements identified in this Agreement are incorporated herein by reference and made a part hereof. In Witness, the parties have duly executed this Agreement as of the date first above written. WITNESS: SELLING STOCKHOLDER: ____________________ ________________________ Name:_______________ Name:___________________ WITNESS: COMPANY: ____________________ By:______________________ Name:_______________ Justin P. DiNorscia, presxxxxx Exhibit C-3 SALES RESTRICTION AGREEMENT THIS SALES RESTRICTION AGREEMENT ("Agreement") is entered into as of the 8th day of February, 2005 by and between IPI Fundraising, Inc., a Delaware corporation (the "Company"); and __________________ ("Stockholder").
Incorporation of Agreements. That the HOME Note, the Loan Agreement, and the Restrictions are incorporated herein by reference and made a part of this Deed of Trust, although not attached. Copies are on file in the office of the Beneficiary.
Incorporation of Agreements. The terms of the Agreement and the Lease are incorporated herein by reference as if set forth herein verbatim.
Incorporation of Agreements. The terms of the SPA, the Willner Employment Agreemexx, xxx the Morris Employment Agreemenx xxx incorporated herein by reference and shall form a part of this Amendment as if set forth herein in their entirety.
Incorporation of Agreements. This Note incorporates by reference each --------------------------- of the provisions of the Credit Agreement and the Security Agreement.
Incorporation of Agreements. The agreements identified in this Agreement are incorporated herein by reference and made a part hereof. In Witness, the parties have duly executed this Agreement as of the date first above written. WITNESS: SELLING STOCKHOLDER: ____________________ ________________________ Name:_______________ Name:___________________ WITNESS: COMPANY: ____________________ By:______________________ Name:_______________ Justin P. DiNorscia, presxxxxx -4- A-38 Exhibit D --------- Opinion of Connolly Bove Lodge & Hutz LLP [CONNOLLY BOVE LODXX & XXXZ XXX LETTERHEAD] Charles J. Durante Pxxxxxx Xxxxxxxx 0, 0005 Board of Directors IPI Fundraising, Inc. 4 Mill Park Court Newark, Delaware 19713 RE: MERGER AMONG BF XXXXXXXXXXX XXXXX XXX, XXX., XXNDRAISINGDIRECT.COM, INC., IMPRINTS PLUS, INC.; AND IPI XXXXXXXXXXX, XXX. Xadies and Gentlemen: We have been asked to render this opinion in connection with the merger (the "Merger") among BF Acquisition Group III, Inc., a Florida corporation ("BF Acquisition Group"); Imprints Plus, Inc., a Delaware corporation ("Imprints Plus"); FundraisingDirect.com, Inc., a Delaware corporation ("FundraisingXxxxxx"); xxx XXX Xxxdraising, Inc., a Delaware corporation ("IPI Fundraising" or the "Surviving Corporation"). BF Acquisition Group, Imprints Plus and FundraisingDirect are referred to collectively as the "Disappearing Corporations," each a "Disappearing Corporation." The four corporation are collectively referred to herein as the "Constituent Corporations," each a "Constituent Corporation." Under the Merger, BF Acquisition Group, FundraisingDirect and Imprints Plus are to be merged into IPI Fundraising. In that capacity, we have examined the Entity Documents and Merger Documents enumerated in our opinion of this date concerning the consequences of the Merger under the Delaware General Corporation Law or copies thereof certified or otherwise identified to our satisfaction. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to the original documents of all documents submitted to us as copies. We have also relied on a Certificate, executed by each of the Constituent Corporations, representing to us that:
