R E C I T definition

R E C I T. A L S: - - - - - - - -

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R E C I T. A T I O N S:

R E C I T. A L S The following facts are true:

Examples of R E C I T in a sentence

• R E C I T A L S WHEREAS, Parent, Boise Southern Company, a Louisiana general partnership ("Southern"), Minidoka Paper Company, a Delaware corporation ("Minidoka") (collectively, "Sellers" and, individually, a "Seller"), Holdings, and Boise Land & Timber Corp., a Delaware corporation and indirect wholly-owned Subsidiary of Holdings ("Timber Co.") are party to an Asset Purchase Agreement, dated as of July 26, 2004 (the "ASSET PURCHASE AGREEMENT").

• R E C I T A L S - - - - - - - - Assignor, Assignee and certain key employees of Assignor (only with respect to paragraph 10) have executed and delivered an Asset Purchase Agreement dated as of February ___, 2000 (the "Purchase Agreement"), pursuant to which Assignor agreed to assign to Assignee, and Assignee agreed to assume, certain contract rights and other obligations under the Contracts.

• R E C I T A L Assignee and Assignor have entered into an Agreement of Purchase and Sale and Joint Escrow Instructions dated ________, 1997 ("Agreement of Purchase and Sale") under which Assignee has agreed to purchase from Assignor, that certain real property and all buildings, structures and improvements on said real property commonly identified as ______________________, _____________, State of California and legally described on Exhibit A attached hereto (the "Property").

• SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT Closing: February 22, 2001 R E C I T A L S 1.

• R E C I T A L S Concurrently with the execution and delivery of this Agreement, Buyer is purchasing from Seller and the other owners all of the outstanding membership interests (the "Interests") of Downhole Injection Systems, LLC (the "Company") pursuant to the terms and conditions of a Purchase Agreement made as of December 10, 2004, (the "Purchase Agreement").

More Definitions of R E C I T

R E C I T. A L S: ---------------- The Company wishes to obtain additional working capital and the Purchaser desires to provide such working capital to the Company through the purchase of certain shares of the Company's common stock, $.0001 par value per share (the "Common Stock"), being privately offered by the Company.

R E C I T. A L S WHEREAS OSI Holdings Corp., Boxer Acquisition Corp. and the Company have entered into an Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), pursuant to which Boxer Acquisition Corp. will be merged with and into the Company;

R E C I T. A L S: The Company provides management services to the Parent pursuant to a management services agreement dated as of December 30, 1994. The Company and the Parent acknowledge that Executive's contributions to the past and future growth and success of the Company and the Parent have been and will continue to be substantial. As a wholly-owned subsidiary of a publicly held corporation, the Company recognizes that there exists a possibility of a Change in Control (as defined herein) of the Company or its Parent. The Company and the Parent also recognize that the possibility of such a Change in Control may contribute to uncertainty on the part of senior management and may result in the departure or distraction of senior management from their operating responsibilities. Outstanding management of the Company is always essential to advancing the best interests of the Company's and the Parent's shareholders. In the event of a threat or occurrence of a bid to acquire or change control of the Parent or to effect a business combination, it is particularly important that the Company's and the Parent's businesses be continued with a minimum of disruption. The Company and the Parent believe that the objective of securing and retaining outstanding management will be achieved if the Company's key management employees are given assurances of employment security so they will not be distracted by personal uncertainties and risks created by such circumstances.

R E C I T. A L S: This Agreement is made with reference to the following facts and objectives:

R E C I T. A L S: --------------- FIRST, SELLER is the owner of 2,500,000 shares of common stock of Segway VI Corp., a New Jersey corporation ("Segway"). SECOND, SELLER desires to sell 1,666,000 of his issued and outstanding shares in Segway to PURCHASER in consideration of the following.

R E C I T. A L S The Board of Directors of the Company has authorized the granting to Optionee of a nonqualified stock option to purchase the number of shares of Common Stock of the Company specified in Paragraph 1 hereof, at the price specified therein, such option to be for the term and upon the terms and conditions hereinafter stated. A G

R E C I T. A L S A. Company desires to enter into an agreement with Executive whereby severance benefits will be paid to Executive on a change in control of the Company and consequent actual or constructive termination of Executive's employment.