ACCURACY OF RECITALS Borrower acknowledges the accuracy of the Recitals.
RECITALS The above recitals are true and correct and are incorporated herein, in their entirety, by this reference.
Incorporation of Recitals The Recitals to this Agreement are incorporated into and shall constitute a part of this Agreement.
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
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.
Adoption of Recitals Borrower hereby represents and warrants that each of the recitals set forth above is true, accurate and complete.
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 and Exhibits The Recitals and Exhibits attached to this Agreement are incorporated into and made a part of this Agreement.
PRELIMINARY RECITALS A. Executive’s employment with the Company has terminated.
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.
