RECITALS AND SUMMARY Sample Clauses

RECITALS AND SUMMARY. Ingen is in the business of providing oxygen sensing and warning technology to medical, private and governmental markets. Grantor is the co-inventor of certain technology utilized by Ingen in the design and manufacture of its OxyView(TM) product ("OxyView(TM) technology"). Patents in the United States, Japan, People's Republic of China and the European Communities are pending for OxyView(TM) ("patents"). The patent applications are in the names of the co-inventors. All costs of filing the patent applications have been paid by Ingen. Documents regarding the OxyView(TM) technology and copies of pending patents are attached hereto as exhibits and incorporated herein by this reference. Grantor is selling all of his right, title and interest in the OxyView(TM) technology to Ingen as provided in this Agreement. The patents will be immediately assigned to Ingen upon issuance.
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RECITALS AND SUMMARY. XXX owns the business assets and operates two businesses located at…………………….. The LLC is purchasing, on a contingent basis, the assets of the businesses “free and clear,” including, but not limited to, license rights, equipment, furniture, supplies, personal property leases (to the degree desired by buyer and transferable) conditional use permits, business licenses (to the degree transferable), clientele contacts and contracts (to the degree desired by buyer), course and instructional materials (if applicable), staff and independent contractor relationships (to the degree desired), applicable intellectual property (if any), accounts receivable, telephone numbers and good will. Collectively, all items purchased shall be referred to herein as the “assets.” This agreement will also be referred to herein at times as “this transaction.” A copy of the licensing agreement is attached hereto as Exhibit “A” and incorporated herein by this reference. Buyer may specifically decline in writing to purchase a portion of the assets described above prior to the conclusion of the Due Diligence period (see section D. below). This includes, but is not limited to, existing employee, client and independent contractor relationships, as well as the licenses. Buyer is not offering to purchase any debt or legal obligation of seller, except as may be expressly agreed upon prior to closing.
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RECITALS AND SUMMARY. Ingen is in the business of providing oxygen sensing and warning technology to medical, private and governmental markets. Grantor is the inventor of certain technology utilized by Ingen in the design and manufacture of its BAFI and OxyAlert product lines. The technology is patented. United States Patents No. 6,326,896 B1 (December 4, 2001) and No. 6,137,417 (October 24, 2000) ("the patents") are attached as exhibits "A" and "B," respectively, hereto (and incorporated herein as a part hereof by this reference). The parties entered into an exclusive licensing agreement for use of the patents on or about June 24th, 1999 ("licensing agreement" - see Exhibit "C" hereto, incorporated herein as a part hereof by this reference). Grantor is selling all of his right, title and interest in the patents to Ingen as provided in this Agreement.
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RECITALS AND SUMMARY. SELLER owns the URL wxx.XXX.xxx (the “Asset”). NEU is purchasing the Asset of the business “free and clear,” including, but not limited to, license rights, ownership, and control. The parties understand that the Asset is currently being licensed to a 3rd party. Buyer shall adhere to the licensing agreement with that other party and assume a Licensor relationship with 3rd party Licensee, once this Asset acquisition transaction is finalized. Buyer is not offering to purchase any debt or legal obligation of seller, except as may be expressly agreed upon prior to closing.
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Related to RECITALS AND SUMMARY

  • RECITALS A Upon consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 25, 1997 by and among X.X. Childs Equity Partners, L.P., a Delaware limited partnership, UHS Acquisition Corp., a Minnesota corporation, and Universal Hospital Services, Inc., a Minnesota corporation (the "Acquisition Agreement"), and of certain related transactions to be consummated concurrently therewith, the Stockholders (as hereinafter defined) will own (and may hereafter acquire) certain shares of Common Stock (as hereinafter defined) and certain options, warrants, securities and other rights to acquire from the Company, by exercise, conversion, exchange or otherwise, shares of Common Stock or securities convertible into Common Stock. B. All of the Stockholders desire to enter into this Agreement for the purpose of regulating certain aspects of the Stockholders' relationships with one another and with the Company. AGREEMENT In consideration of the premises and the mutual promises, representations, warranties, covenants and conditions set forth in this Agreement, the parties to this Agreement mutually agree as follows: ARTICLE I

  • Recitals and Definitions Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Agreement are true and accurate, are contractual in nature, and are hereby incorporated into and made a part of this Agreement.

  • Recitals and Schedules References to this Agreement include the recitals and schedules which form part of this Agreement for all purposes. References in this Agreement to the Parties are references respectively to the Parties and their legal personal representatives, successors and permitted assigns.

  • Incorporation of Recitals and Exhibits The Recitals and each exhibit attached hereto are hereby incorporated herein by reference.

  • Recitals, Schedules and Exhibits The Recitals, Schedules and Exhibits to this Agreement are incorporated herein and, by this reference, made a part hereof as if fully set forth herein.

  • Accuracy of Descriptions and Exhibits The information in the Prospectus under the captions “Description of Healthcare Trust of America, Inc. Capital Stock,” “Material U.S. Federal Income Tax Considerations” and “Certain Provisions of Maryland Law and of the Healthcare Trust of America, Inc. Charter and Bylaws” and the information in the Registration Statement under Item 15, in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws or other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement and the Prospectus of the charter, bylaws, certificate of formation, operating agreement or partnership agreement or similar organizational governing documents of the Company, Operating Partnership or the Subsidiaries are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

  • Recitals; Definitions The foregoing recitals, including all terms defined therein, are incorporated herein and made a part hereof. All capitalized terms used but not otherwise defined herein have the meanings given such terms in the Loan Agreement.

  • PRELIMINARY RECITALS A. Executive’s employment with the Company has terminated.

  • Recitals Incorporated; Definitions The foregoing recitals are true and correct and by this reference are incorporated herein. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.

  • Incorporation of Recitals; Definitions The foregoing recitals are incorporated herein. Capitalized terms not otherwise defined herein shall have the meaning given such terms in the Agreement.

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