RECITALS OF THE COMPANY The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (herein called the "Securities"), to be issued in one or more series as in this Indenture provided. All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.
RECITALS WHEREAS the Lessor is the registered owner of the Vehicle, WHEREAS, the Lessor is desirous of leasing the Vehicle to the Lessee on such terms as are set out in this Vehicle Lease Agreement (the Agreement”) and the Lessee is desirous of leasing the Vehicle from the Lessor on said terms, WHEREAS, this Agreement is a lease-only and Lessee will have no right, title, or interest in or to the Vehicle except for the use of the Vehicle as described in this Agreement, WHEREAS, this Agreement shall be treated as a true lease for federal and applicable state income tax purposes with Lessor having all benefits of ownership of the Vehicle, NOW, THEREFORE, IT IS HEREBY AGREED as follows: 2.
Recitals Incorporated The recitals of this Agreement are incorporated herein and made a part hereof.
RECITALS The above recitals are true and correct and are incorporated herein, in their entirety, by this reference.
PRELIMINARY RECITALS A. Executive’s employment with the Company has terminated.
Recitals and Exhibits The foregoing recitals and any attached exhibits are material to this Agreement and are incorporated into and made a part of this Agreement.
Buyer Preamble Buyer Claims Section 8.1 Buyer Group Section 8.1 Cash Consideration Section 2.2.1 Closing Section 2.2. Closing Balance Sheet Section 2.2.4 Closing Date Section 2.2 Closing Net Worth Section 2.2.4 Closing Working Capital Section 2.2.4 Company Preamble Company Balance Sheet Section 3.6 Common Stock Preamble Company Contracts Section 3.18.1 Company Financial Statements Section 3.6 Company Insurance Contracts Section 3.19 Company Plans Section 3.11.1 Company Proprietary Rights Section 3.17.1 Company Subs Section 3.2.2 Confidentiality Agreement Section 3.17.5 Eligible Employee Pool Section 2.2.3(a) Employee and Contractor List Section 3.12.2 Employee Agreement Section 6.4 Encumbrances Section 3.15.1 Escrow Account Section 2.2.2 Escrow Agent Section 2.2.2 Escrow Agreement Section 2.2.2 Escrowed Consideration Section 2.2.2 Excluded Transactions Schedule Section 3.25 Governmental Entity Section 3.5.2 Key Employee Agreement Section 6.4 Liabilities Section 3.7.2 Like Minds Amendment Section 3.27 Other Equity Interests Section 3.2.2 Parent Section 3.27 Permits Section 3.8. Plans Section 7.2.12 Pre-Closing Tax Period Section 6.9 Purchase Section 2.1 Purchase Price Section 2.1 Quadrille Termination Section 3.27 Sanbar Waiver Section 3.27 SBC Waiver Section 3.27 Sellers Preamble Shareholder Key Employee Agreement Section 6.4 Stock Transfer Agreement Section 3.27 Stockholder Payments Section 2.2.3 Stockholders Preamble Stockholders Agent Section 2.2.7 Tax Section 3.10.1 Tax Return Section 3.10.1 Third-Party Buyer Claims Section 8.4.2 Treasury Regulations Section 3.10.1 Welfare Plan Section 3.11.5 Zensar Amount Section 1.3.6 Zensar Option Section 3.27
RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as in this Indenture provided. The Company and the Subsidiary Guarantors are members of the same consolidated group of companies. The Subsidiary Guarantors will derive direct and indirect economic benefit from the issuance of the Securities. Accordingly, each Subsidiary Guarantor has duly authorized the execution and delivery of this Indenture to provide for its full, unconditional and joint and several guarantee of the Securities to the extent provided in or pursuant this Indenture. All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.
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.
Acquisition Corp Acquisition Corp. is a wholly-owned Delaware subsidiary of Parent that was formed specifically for the purpose of the Merger and that has not conducted any business or acquired any property, and will not conduct any business or acquire any property prior to the Closing Date, except in preparation for and otherwise in connection with the transactions contemplated by the Merger Documents and the other agreements to be made pursuant to or in connection with the Merger Documents.
