OPERATIVE FACTS Clause Samples
The "Operative Facts" clause serves to set out the key factual background or circumstances that are relevant to the agreement or legal document. It typically outlines the events, actions, or conditions that have led to the creation of the contract, such as prior negotiations, existing relationships, or specific incidents. By clearly stating these facts, the clause provides context for the parties' obligations and helps ensure that all parties have a shared understanding of the situation, thereby reducing the risk of misunderstandings or disputes about the basis of the agreement.
OPERATIVE FACTS. This Lease is made with respect to the following facts and definitions:
1.1. Date of Lease: October 20, 1989.
OPERATIVE FACTS. 25 1. In September 2014, plaintiffs purchased a used vehicle for personal, family or 26 household purposes from a car dealership in Inglewood, California pursuant to a conditional sale 27 contract, as defined and regulated by the ▇▇▇▇-▇▇▇▇▇▇▇▇ Automobile Sales Finance Act, Cal. Civ. 28 Code §§ 2981, et seq. (“▇▇▇▇-▇▇▇▇▇▇▇▇ Act”). The dealership assigned plaintiffs’ contract to ACA.
1 2. On or about August 29, 2019, ACA repossessed plaintiffs’ vehicle based on an 2 alleged payment default under their contract. On September 5, 2019, ACA, from its headquarters 3 in South Carolina, mailed a Notice of Intention to Dispose of Motor Vehicle (“Statutory Notice”) 4 to plaintiffs, a copy of which is attached hereto as Exhibit 1.
5 3. The ▇▇▇▇-▇▇▇▇▇▇▇▇ Act imposes mandatory and strict requirements upon holders of 6 contracts, such as ACA, following repossession or voluntary surrender of vehicles. In particular, 7 the ▇▇▇▇-▇▇▇▇▇▇▇▇ Act requires holders to issue a detailed written notice of intention to dispose of
OPERATIVE FACTS. A. On June 29, 2001, the Board of Directors of PTP hired Sullivan as the President of PTP, and on the same date Sullivan and PT▇ ▇▇▇▇▇▇d into an Executive Employment Agreement (the "▇▇▇▇▇▇▇▇NT AGREEMENT");
B. On June 29, 2001, PTP executed a Term Note for the benefit of Sullivan, in the original principal amount of $339,870.29 (the "TERM N▇▇▇");
C. On June 29, 2001, PTP, Sullivan and Nextgen entered into a Reorganization Agreement and Plan ▇▇ ▇▇▇▇▇r (the "MERGER AGREEMENT"), and an Escrow Agreement (the "ESCROW AGREEMENT"), Voting Agreement (the "VOTING AGREEMENT"), and Registration Rights Agreement (the "REGISTRATION RIGHTS AGREEMENT") in connection therewith.
D. Sullivan's employment relationship with PTP has been terminated, an▇ ▇▇▇▇▇▇▇▇ ▇▇ve arisen among Sullivan, PTP and Nextgen concerning their respective rights and oblig▇▇▇▇▇▇ ▇nder the Employment Agreement, the Term Note, and the Merger Agreement;
E. In exchange for the consideration exchanged below, the receipt and sufficiency of which are hereby acknowledged, PTP and Nextgen, on the one side, and Sullivan on the other side, agree and covenant as follows:
OPERATIVE FACTS. This Agreement (hereafter referred to as the "Lease") is made with respect to the following salient facts and definitions:
OPERATIVE FACTS. Port and Concessionaire entered into a Terminal Automobile Parking Concessions Agreement effective February 1, 2019 that was later amended on May 5, 2020, hereinafter referred to as “Agreement”. Because of the business and travel interruptions resulting from the COVID-19 pandemic, Concessionaire’s business has been adversely impacted. One of the fundamental purposes of the Port is the encouragement of economic activity and business development. The Port has reviewed the financial conditions and is aware of the decrease in airline enplanements and deplanements which has substantially reduced the Concessionaire’s revenue and has determined that a deferral of Minimum Annual Guarantee and contract rent aligned with its public purpose, especially considering this unusual circumstance.
OPERATIVE FACTS. A. On July 10, 2003, HSOA acquired 1,000 shares of common stock (the "CTRS Shares"), constituting 100% of the outstanding stock, of Central Texas Residential Services, Inc., a Texas corporation ("CTRS"), from H▇▇▇▇▇▇ and HOLDCO (together, the "Shareholders"), pursuant to a Stock Purchase Agreement and Plan of Reorganization dated July 10, 2004 (the "SPA")
B. On July 10, 2003, HSOA and the Shareholders also entered into an Escrow Agreement (so called herein), HSOA and each Shareholder entered into a Registration Rights Agreement (so called herein), and CTRS and H▇▇▇▇▇▇ entered into an Executive Employment Agreement (so called herein);
C. In exchange for the CTRS Shares of CTRS, H▇▇▇▇▇▇ received 250,000 shares of the common stock, $.001 par value ("Common Stock"), of HSOA (the "H▇▇▇▇▇▇ Shares"), and HOLDCO received 600,000 shares of Common Stock (the "HOLDCO Shares");