RECITALS A. SmartGate is engaged in the business of marketing certain safety sensing technology products and desires that the sale and use of such products be actively and diligently promoted in the high speed industrial door industry as further defined in Exhibit "A" ("the Industry") and associated aftermarket products for the Industry. B. Rytec desires to actively and diligently promote the sale and use of such equipment in the Industry. COVENANTS In consideration of their mutual covenants and agreements contained herein, and the mutual benefits to be derived herefrom, the parties, intending to be legally bound, hereby covenant and agree as follows: ARTICLE 01:
RECITALS A. Noteholder's predecessor in interest, Xxxxx Fargo Bank, National Association ("Original Lender"), made a loan to Borrower in the original principal amount of Fourteen Million One Hundred Thousand and no/100 Dollars ($14,100,000.00) ("Loan"), under the terms and provisions set forth in the following loan documents, all of which are dated as of September 22, 2006, unless otherwise noted:
RECITALS A. The parties have entered into a License Agreement dated April 2, 1981 (the "1981 License Agreement") under which Xxxxxxx granted exclusive rights to Keebler to utilize certain patents and proprietary information belonging to Xxxxxxx, and technical information known to Xxxxxxx, to manufacture and sell snack food products developed by Xxxxxxx or jointly by Xxxxxxx and Keebler. Pursuant to the 1981 License Agreement, Keebler has test marketed and introduced for sale on a regular basis certain of said snack food products.
Examples of RECITALS A in a sentence
The Company and Executive may be hereinafter collectively referred to as the "Parties." RECITALS A.
City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.” RECITALS A.
Producer and PG&E may also be referred to individually as a “Party” and jointly as the “Parties.” RECITALS A.
RECITALS A The Council wishes to receive (indicate generally the type of services that the Council wishes to receive).
The CITY and the VENDOR are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." RECITALS A.
More Definitions of RECITALS A
RECITALS A. The parties entered into a Restricted Stock Acquisition Agreement dated as of July 31, 1996 (the "Agreement").
RECITALS A. The Company was formed by OE-TO, LLC, a Colorado limited liability company ("Seller"), pursuant to the filing of Articles of Organization with the Secretary of State of the State of Colorado on August 12, 2013 and is amanager-managed limited liability company. B. The Company owns and operates the Facility (as defined below). C. Pursuant to the Agreement for Purchase of Membership Interests by and between the Seller and Liberty Investor (as amended, the "Liberty Purchase Agreement"), dated as of February 10, 2014 (the "Acquisition Date"), Seller sold a 49.9 percent Membership Interest to Liberty Investor. D. Pursuant to the Agreement for Purchase of Membership Interests by and between the Seller and ADA Investor, dated as of the Acquisition Date (as amended, the "ADA Purchase Agreement"), Seller sold a 24.95000 percent Membership Interest to ADA Investor. E. Pursuant to the Agreement for Purchase of Membership Interests by and between the Seller and XxXxxx Investor, dated as of the Acquisition Date (as amended, the "XxXxxx Purchase Agreement"), Seller sold a 17.09197 percent Membership Interest to XxXxxx Investor. F. Pursuant to the Agreement for Purchase of Membership Interests by and between the Seller and Republic Financial Corporation, a Colorado corporation ("Republic Investor"), dated as of the Acquisition Date (as amended, the "Republic Purchase Agreement"), Seller sold a 4.15833 percent Membership Interest to Republic Investor. G. On July 14, 2014, the Republic Investor transferred its 4.15833 percent Membership Interest to XxXxxx Investor (with XxXxxx Investor assuming the obligations of the Republic Investor under the Republic Purchase Agreement), and the Republic Investor ceased to be a Member of the Company. H. Pursuant to the Agreement for Purchase of Membership Interests by and between the Seller and Xxxxx X. Xxxxxxx, an individual ("Xxxxxxx Investor"), dated as of the Acquisition Date (as amended, the "Xxxxxxx Purchase Agreement"), Seller sold a 2.59896 percent Membership Interest to Xxxxxxx Investor. I. On July 14, 2014, the Xxxxxxx Investor transferred its 2.59896 percent Membership Interest to XxXxxx Investor (with XxXxxx Investor assuming the obligations of the Xxxxxxx Investor under the Xxxxxxx Purchase Agreement), and the Xxxxxxx Investor ceased to be a Member of the Company. J. Pursuant to the Agreement for Purchase of Membership Interests by and between the Seller and W. Xxxxxxx Xxxxxxxx, an individual ("Xxxxxxxx Investor"), dated as ...
RECITALS A. The Executive serves as a key employee of the Company, and the Executive’s service and knowledge are valuable to the Company in connection with the management of one or more of the Company’s principal business units, divisions, departments, or functions; B. The Company’s Board of Directors (the “Board”) believes it is in the best interests of the Company and its shareholders to provide the Executive with certain protections in the event of the Executive’s termination of employment under certain circumstances or a Change in Control of the Company; C. It is understood that if the Executive has an existing employment agreement with the Company, then this Agreement is intended to provide certain protections to the Executive that are not afforded by such employment agreement and/or supersede such provisions of the employment agreement that relate to the subject matter hereof; however, this Agreement is not intended to provide benefits that are duplicative of the Executive’s current benefits; and D. Upon the Effective Date, this Agreement will supersede all previous agreements, if any, between the Company and the Executive that (i) provides compensation and benefits to the Executive upon the occurrence of a Change in Control and certain termination events specified herein or (ii) includes restrictive covenants. Capitalized terms not defined herein shall have the meanings set forth in Schedule A – Definitions or Schedule B – Section 409A and Section 280G Matters, which are attached hereto and incorporated herein. AGREEMENT
RECITALS A. In accordance with the Agreement and Plan of Merger, dated as of January 15, 1997 (the "Merger Agreement") among Parent, Merger Sub and Target, Target Shareholders received shares of Common Stock, $.01 par value, of Parent ("Parent Common Stock") in exchange for their shares of Common Stock, $.01 par value, of Target ("Target Common Stock"). In connection with the Merger Agreement, Parent granted Target Shareholders demand and piggyback registration rights pursuant to the Registration Rights Agreement of even date herewith (the "Registration Rights Agreement"). B. Company Shareholders received cash in exchange for shares of Common Stock, $.01 par value, of the Company (the "Company Common Stock"), in accordance with the Stock Purchase Agreement, dated as of January 15, 1997 (the "Stock Purchase Agreement"), among Parent and the Company Shareholders. C. In consideration of Parent entering the Merger Agreement, the Registration Rights Agreement and the Stock Purchase Agreement and to induce Parent to consummate the transactions contemplated thereby, the Shareholders are making certain representations and warranties set forth herein and indemnifying Parent with respect to certain matters under the Merger Agreement and the Stock Purchase Agreement. AGREEMENT
RECITALS A. The premises ("Premises") situated on certain real property in Richland County, South Carolina legally described on EXHIBIT "A" attached hereto are subject to a certain Lease Agreement dated June 12, 1975, between Frastacky (U.S.) Properties Limited Partnership, successor in interest to X.X. Xxxxxxxx & Co., Inc., as landlord, and Sublandlord, successor in interest to Western Electric Company, Inc., as tenant, as amended by that certain First Amendment to Lease dated March 27, 1991, and that certain Second Amendment to Lease Agreement dated February 23, 1993 (as amended, the "Lease").
RECITALS A. Reinsurer is a stock life reinsurance company licensed and domiciled in the Cayman Islands. B.New York Ceding Company is a stock life insurance company licensed and domiciled in the State of New York. X.Xxxxxxxxxx National Insurance Company, a stock life insurance company domiciled in the State of Indiana and an Affiliate (defined below) of New York Ceding Company (“WNIC”), has entered into the WNIC Indemnity Reinsurance Agreement (defined below) pursuant to which WNIC has agreed to cede to Reinsurer, on a coinsurance basis, one hundred percent (100%) of WNIC’s liability arising under the Insurance Policies (as defined in the WNIC Indemnity Reinsurance Agreement). D.New York Ceding Company, pursuant to this New York Reinsurance Agreement, desires to cede to Reinsurer, on a coinsurance basis, one hundred percent (100%) of New York Ceding Company’s liability arising under the New York Insurance Policies (defined below), and Reinsurer is willing to accept such liability from New York Ceding Company. E.The Parties desire to set forth their rights and obligations in relation to this transfer of liability by New York Ceding Company to Reinsurer. AGREEMENT
RECITALS A. The Bank and the Borrower entered into a certain Business Loan Agreement dated as of April 4, 1997 (the "Agreement").