BACKGROUND AND RECITALS Sample Clauses

BACKGROUND AND RECITALS. The foregoing Background and Recitals are incorporated into and made a part of the Terms and Conditions of the Agreement.

BACKGROUND AND RECITALS. A-1. As set forth herein, all the Parties have certain interests in the patents and patent applications defined and set forth in Exhibit A (the “Patent Applications”), including technologies and/or products described or claimed in the Patent Applications (the “Inventions”), whether as inventor(s) and/or co-inventor(s), assignee(s), and/or licensees. A-2. Xxxxxxxxxxx has certain rights in the Patent Applications as an inventor and/or co-inventor xxxxxxx and has not assigned her rights in the Patent Applications to any entity or institution, such rights being referred to herein as “Xxxxxxxxxxx’x Rights.” Xxxxxxxxxxx has delegated her rights with respect to the development, management and enforcement of the Patent Applications (individually and collectively “Invention Management Rights”) to CRISPR and ERS. In particular, Xxxxxxxxxxx has delegated to CRISPR Invention Management Rights (including without limitation her rights of invention management under this Agreement as well as certain corresponding obligations including without limitation the duty to pay costs and fees associated with the Patent Applications and related proceedings), except for certain Patent Applications for which ERS has been delegated Invention Management Rights by Xxxxxxxxxxx (“ERS Patent Delegation” and “ERS-Delegated Patent Applications,” each as described in Exhibit B). Each of CRISPR and ERS is referred to herein as a “Xxxxxxxxxxx Delegee” and collectively as the “Xxxxxxxxxxx Delegees.” (For clarity, Xxxxxxxxxxx has not delegated to TRACR any Invention Management Rights and TRACR is not a Xxxxxxxxxxx Delegee.) A-3. Xxxxxxxxxxx has exclusively licensed her commercialization rights in the Patent Applications, including her rights to commercialize products and methods described and/or claimed in the Patent Applications, to CRISPR, ERS and TRACR (pursuant to the “CRISPR License,” the “ERS License” and the “TRACR License”), each of CRISPR, ERS and TRACR being individually and collectively the “Xxxxxxxxxxx Licensee(s)” and each of the CRISPR License, the ERS License and the TRACR License, being individually and collectively the “Xxxxxxxxxxx License(s),” each Xxxxxxxxxxx License being subject to Xxxxxxxxxxx’x retained non-transferable right, without the right for Xxxxxxxxxxx to license or sublicense, for her to use the Inventions for her own research purposes and in her own non-commercial research collaborations to which she is party. A-4. Regents has certain rights in the Patent Applicati...

BACKGROUND AND RECITALS. 1.1 Beamz owns and has the right to grant licenses with respect to the Licensed IP (as hereinafter defined). 1.2 Licensee desires to obtain from Beamz, and Beamz hereby desires to grant to Licensee, a license to use the Licensed IP as further provided in this Agreement.

BACKGROUND AND RECITALS. The following Background and Recitals contain merely an overview of the Project and are not intended to fully describe the obligations of the City and Developer. The specific terms and obligations are more fully set forth in the Agreement itself.

BACKGROUND AND RECITALS. The Company has 15,144,885 shares of common stock outstanding (the “Company Shares”) after giving effect to the Cancellation Agreement, as defined below. In connection with a recapitalization of Parent, and subject to the terms and conditions of this Agreement, including without limitation the execution and delivery of the Constituent Agreements (as defined below), the parties hereto have agreed to effect the merger of Merger Sub with and into the Company (the “Merger”) pursuant to the terms of this Agreement, with Company remaining as the Surviving Company (as defined herein). As a result of the Merger, among other effects, at the Effective Time of the Merger (as defined herein), (i) Fifty One Percent (51%) of the Company Shares issued and outstanding immediately prior to the Effective Time (calculated on a pro rata basis among the shareholders of the Company immediately prior to the Effective Time of the Merger) shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist and certificates previously evidencing any such Company Shares shall thereafter represent the right to receive an aggregate of One Hundred and Fifty Million (150,000,000) newly issued shares of common stock, par value $0.001 per share, of the Parent, (the “Parent Common Stock”) or, at the election of any holder of the Company Shares who, as a result of receiving shares of Parent Common Stock in connection with the Merger would hold in excess of 5% of the issued and outstanding shares of Parent Common Stock, shares of Series C Convertible Preferred Stock, par value $0.001 per share, of the Parent, with such rights and limitations as set forth in the Certificate of Designations of Preferences, Rights and Limitations of Series C Convertible Preferred Stock, attached hereto as Exhibit A (the “Parent Preferred Stock”) (such shares of Parent Common Stock and Parent Preferred Stock issued in the Merger, if any, the “Parent Stock) (ii) Forty Nine (49%) of the Company Shares issued and outstanding immediately prior to the Effective Time (calculated on a pro rata basis among the shareholders of the Company immediately prior to the Effective Time of the Merger) shall remain outstanding and represent the right to receive shares of the Surviving Company equal to Forty Nine Percent (49%) of the issued and outstanding stock of the Surviving Company and (iii) each share of Merger Sub, par value $0.0001 per share, held by Parent immediately prior to the Effect...

BACKGROUND AND RECITALS. 1. The parties enter into this Agreed Order to resolve the claims of the United States against First Merchants Bank under the FHA and ECOA. The United States contends that the Bank, through its residential real estate lending-related policies and practices, engaged in a pattern or practice of discrimination on the basis of race in violation of the FHA, 42 U.S.C. §§ 3604(a)- (b), 3605(a), and each of its respective implementing regulations, and ECOA, 15 U.S.C. §§ 1691(a)(1), 1691e(h). The claims are also based on the United States’ assertion that these policies and practices constitute a denial of rights granted by the FHA to a group of persons that raises an issue of general public importance. 42 U.S.C. § 3614(a). 2. First Merchants Bank is a full-service bank headquartered in Muncie, Indiana. It is wholly-owned by First Merchants Corporation, which is also based in Muncie. First Merchants Bank is subject to the regulatory authority of the Federal Deposit Insurance Corporation (“FDIC”). The Bank is also subject to federal laws governing fair lending, including the FHA and ECOA as well as each of their respective implementing regulations, 24 C.F.R. pt. 100 (FHA) and Regulation B, 12 C.F.R. pt. 1002 (ECOA). 3. On June 5, 2017, the United States notified First Merchants Bank that it had opened an investigation into whether the Bank’s lending practices in the Indianapolis-Xxxxxx-Xxxxxxxx, Indiana Metropolitan Statistical Area (“MSA”) constituted discrimination on the basis of race in violation of the FHA and ECOA. On May 20, 2019, the United States informed First Merchants Bank that based on its investigation, the Assistant Attorney General for the Civil Rights Division had authorized the filing of a complaint alleging that the Bank engaged in illegal redlining. Specifically, the United States alleged that the Bank engaged in illegal redlining in violation of the FHA and ECOA by avoiding and otherwise failing, on the basis of race, to provide mortgage credit services to majority-Black areas within Indianapolis-Marion County, Indiana between 2011 and 2017. 4. First Merchants Bank denies any liability, wrongdoing, or non-compliance with the provisions of the FHA and ECOA. 5. First Merchants Bank has represented to the United States that it has made certain improvements to its internal fair lending compliance and monitoring controls and has made an effort to increase its lending in majority-Black areas within Indianapolis-Marion County through the development of ...

BACKGROUND AND RECITALS. The Town seeks to acquire real property as the prospective site (“EOC site”) for an Emergency Operations and Public Safety facility (“EOC Facility”), to serve citizens of the Town and surrounding areas. The Optionor is the owner of real property (the “Property”) which may prove suitable as an EOC site. The Optionor is willing to grant the Town an option to purchase the property, according to terms set forth herein.

BACKGROUND AND RECITALS. Anthem is a sponsor and administrator of health insurance plans that provide benefits for, among other things, laboratory analyses of samples collected from insured individuals among the services that are covered under its plans; Laboratory has developed the PreTRM® proteomic screening test to identify increased risks of adverse outcomes among pregnant women; Laboratory has designed and is sponsoring the Prematurity Risk Assessment combined with clinical Interventions for improving neonatal outcoMEs study to evaluate the PreTRM® test (the “PRIME” study); Anthem and Laboratory have agreed to collaborate on the conduct of the PRIME study, and Laboratory has entered into a Work Order with HealthCore, Inc. for the purpose of managing the conduct of the PRIME study; Anthem has agreed to compensate Laboratory for the PreTRM® tests performed pursuant to the PRIME study; NOW, subject to the terms and conditions of this Agreement, the parties desire that Anthem engage Laboratory to provide certain clinical laboratory services and related services to support Anthem’s health insurance plans.

BACKGROUND AND RECITALS. 1. The MEGA Life and Health Insurance Company (“MEGA”) is and has been a licensed insurance company domiciled in the State of Oklahoma. 2. Mid-West National Life Insurance Company of Tennessee (“Mid-West”) is and has been a licensed insurance company domiciled in the State of Texas. 3. The Chesapeake Life Insurance Company (“Chesapeake”) is and has been a licensed insurance company domiciled in the State of Oklahoma. 4. All three (3) Companies are subsidiaries of Health Markets, Inc. (“HealthMarkets”) (formerly known as UICI), a Delaware corporation, with its principal place of business in North Richland Hills, Texas. Any other current or after acquired insurance company subsidiaries or affiliates of Health Markets licensed by the Massachusetts Division of Insurance (“Division”) are likewise bound by any continuing conditions imposed on the Company. 5. On November 6, 2003, the Division called a limited scope market conduct examination of MEGA. This examination was confined to review the following standards in small group health insurance: company operations/management, complaint handling, marketing and sales, certificate holder service and underwriting and rating. 6. On January 12, 2005, as a result of the preliminary findings from the examination referenced in the previous paragraph, the Division called a limited scope market conduct examination of MEGA, Mid-West and Chesapeake. This examination was confined to review the claims handling practices in small group health insurance. 7. As a result of the findings from these examinations, the Division engaged in extensive discussions with the Company with respect to the findings, a plan of corrective action by the Company to address those findings for the benefit of the Company’s current and former certificate holders, and a means of providing for the enforcement of such a plan. An examination report concerning the limited scope market conduct examination of MEGA’s, Mid-West’s and Chesapeake’s claims handling practices examination is being released concurrently with this Agreement that contemplates the execution of this Agreement. 8. The Company responded in detail to the items identified in the reports as required actions. The Division has reviewed the Company’s responses. The Division has not tested the sufficiency or effectiveness of the Company’s responses but will do so after the execution of this Agreement. 9. The Company and the Division agree that the Company shall enter into a Plan of Corrective Acti...

BACKGROUND AND RECITALS. The BID Company has been established by the business community, to act as a Company Limited by Guarantee to deliver the objectives of the BID Business Plan and Proposals, and so as to improve the economic, social and environmental well-being of the BID area, as defined by the map in Schedule 1. The BID Company is solely responsible for the management and operation of the BID.