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; 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.
Recitals; Defined Terms The recitals set forth above are true and correct and are incorporated herein by this reference. Capitalized terms used throughout this Amendment shall have the meanings set forth in the Agreement, unless otherwise specifically defined herein.
RECITALS The above recitals are true and correct and are incorporated herein, in their entirety, by this reference.
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.
Recitals of Fact A.NLIC is a stock corporation duly organized and existing under the laws of the State of Ohio, having been originally incorporated on March 21, 1929, and has on the date hereof authorized capital stock consisting of 5,000,000 shares of common stock of the par value of $1.00 per share, of which, on the date hereof, 3,814,779 shares of common stock are issued and outstanding, all of which shares are owned legally and beneficially by Nationwide Financial Services, Inc. ("NFS"), a Delaware corporation. NLICA is a stock corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania, having been originally incorporated as the Provident Life and Trust Company of Philadelphia on March 22, 1865, and has on the date hereof authorized capital stock consisting of 10,000,000 shares of common stock of the par value of $1 MO per share, all of which on the date hereof are issued and outstanding, all of which shares are owned legally and beneficially by NFS.
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.
Incorporation of Recitals; Defined Terms The parties hereto acknowledge that the Recitals set forth above are true and correct in all material respects. The defined terms in the Recitals set forth above are hereby incorporated into this Agreement by reference. All other capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.
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.
No Responsibility for Loans, Recitals, etc Neither the Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (a) any statement, warranty or representation made in connection with any Loan Document or any borrowing hereunder; (b) the performance or observance of any of the covenants or agreements of any obligor under any Loan Document, including, without limitation, any agreement by an obligor to furnish information directly to each Lender; (c) the satisfaction of any condition specified in Article IV, except receipt of items required to be delivered solely to the Agent; (d) the existence or possible existence of any Default or Unmatured Default; (e) the validity, enforceability, effectiveness, sufficiency or genuineness of any Loan Document or any other instrument or writing furnished in connection therewith; (f) the value, sufficiency, creation, perfection or priority of any Lien in any collateral security; or (g) the financial condition of the Borrower or any guarantor of any of the Obligations or of any of the Borrower's or any such guarantor's respective Subsidiaries. The Agent shall have no duty to disclose to the Lenders information that is not required to be furnished by the Borrower to the Agent at such time, but is voluntarily furnished by the Borrower to the Agent (either in its capacity as Agent or in its individual capacity).
