R E C I T A L S WHEREAS the Executive, the Company and EWMI have entered into the Employment Agreement; and
R E C I T A L S WHEREAS. Company is the owner of certain Patent Rights (as later defined herein) and has the right to grant licenses under said Patent Rights; and
R E C I T A L S WHEREAS. Xxxxxxx-Xxxx Technology Center II, Ltd. (“Original Landlord”) and Xxxxx Golf, Inc. (“Original Tenant”), predecessor in interest to Tenant, entered into that certain Commercial Lease Agreement dated December 8, 1997, as amended by that certain Correction and Ratification Agreement dated August 11, 1998, between Arshaw Partners II, successor in interest to Original Landlord and predecessor in interest to Landlord, and Original Tenant (as amended, the “Lease”), pursuant to which Tenant leases from Landlord certain industrial space known as 0000 Xxxx Xxxxx Xxxxxxx, Xxxxx, Xxxxx (the “leased Premises”); and
R E C I T A L S WHEREAS pursuant to that certain Master Transaction Agreement (as it may be amended or superseded from time to time, the “MTA”), dated as of October 22, 2019, by and among the Company, the Initial Holder, SoftBank Vision Fund (AIV M1) L.P., a limited partnership organized under the laws of Delaware, Xxxx Xxxxxxx and We Holdings LLC, a limited liability company formed under the laws of Delaware, the Initial Holder committed to provide (either by itself or through its Affiliates (as defined therein)) certain debt financing and credit support, including (i) satisfactory credit support to induce the issuing banks to provide WeWork Companies LLC and its subsidiaries a senior secured letter of credit facility (the “LC Facility”) and (ii) debt financing to the Company and its subsidiaries in the form of senior unsecured notes (the “Unsecured Notes”), in each case, on the terms and subject to the conditions contained in the MTA, including the term sheets set forth as Exhibits C and B to the MTA, respectively; WHEREAS, in connection with the signing of the definitive documentation related to the LC Facility, warrants to purchase an aggregate of 43,295,973 shares of Series H-3 Preferred Stock and/or Series H-4 Preferred Stock shall be issued by the Company to the Initial Holder;
R E C I T A L S WHEREAS. District and County entered into that certain Agreement for Services Xx. X- 000 dated as of February 26, 2013 ("Agreement"), whereby County agreed to provide occasional minor construction, maintenance and repair services on District fee properties;
R E C I T A L S WHEREAS the parties hereto are parties to that certain Amended and Restated Term Loan Agreement, dated as of October 14, 2021, as amended by that certain First Amendment to Amended and Restated Term Loan Agreement, dated as of October 26, 2022 (as the same may be further amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”);
R E C I T A L S WHEREAS the parties hereto are parties to that certain Eleventh Restated and Amended Credit Agreement, dated as of October 14, 2021, as amended by that certain First Amendment to Eleventh Restated and Amended Credit Agreement, dated as of October 26, 2022 (as the same may be further amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”);
R E C I T A L S WHEREAS the Tribe is a federally recognized Indian Tribe possessing sovereign powers over the Confederated Tribes of the Siletz located in Oregon;
R E C I T A L S WHEREAS. Employer desires to retain the services of Employee; and
R E C I T A L S WHEREAS the Borrower has advised the Agent that Xxxxxxxx Acquisition Corporation, a Delaware corporation and a Wholly-Owned Subsidiary (“Xxxxxxxx Acquisition Co.”) is entering into an Asset Purchase Agreement dated as of the date hereof (the “Acquisition Agreement”) among Xxxxxxxx Acquisition Co., Tru-Stone Technologies, Inc., a Minnesota corporation (“Seller”), St. Cloud Industries, Inc. and the individuals party thereto, providing for Xxxxxxxx Acquisition Co.’s purchase of Seller’s assets (the “Tru-Stone Acquisition”);
