Factual Background Sample Clauses
The Factual Background clause sets out the relevant facts and context underlying the agreement or legal document. It typically summarizes the history of the relationship between the parties, the circumstances leading up to the contract, or key events that provide context for the agreement. For example, it may describe prior negotiations, existing obligations, or the purpose of the transaction. This clause helps ensure that all parties share a common understanding of the situation, which can aid in interpreting the contract and resolving disputes.
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Factual Background. Company and Parent executed a Loan and Security Agreement, a Promissory Note and other loan documents dated June 27, 2008 in favor of Bank evidencing and security a credit facility in the amount of Eight Million and No/100 Dollars ($8,000,000.00) (the “Loan”).
Factual Background. Borrower, the Lenders and the Administrative Agent are parties to that certain Loan Agreement dated as of August 25, 2005 (said Loan Agreement, as Modified and in effect from time to time, being herein called the "Loan Agreement"; and except as otherwise herein expressly provided, all terms defined in the Loan Agreement are being used herein as defined therein), whereby the Lenders made Loans to Borrower.
Factual Background. The Client is an existing business which recently underwent a fundamental change by way of triangular reverse merger with M3 Lighting, Inc. a Georgia corporation.
Factual Background. The Affinity Respondents
Factual Background. Under a Master Revolving Line of Credit Construction Loan Agreement dated as of April 18, 2001 (the "Loan Agreement"), Bank entered with Borrower a construction revolving line of credit loan in the maximum principal amount of Fifty Million and no/100 Dollars ($50,000,000) (the "RLC" or the "RLC Loan"). The RLC Loan is evidenced by a promissory note dated as of April 18, 2001 payable by Borrower to Bank, in the amount of $50,000,000 (the "RLC Note").
Factual Background. The Company will invest considerable time, effort and capital in enhancing the value and desirability of Employee's skills and services. Both this investment by the Company and Employee's compensation hereunder reflect the Company's expectation of receiving a considerable return from the exclusive use of Employee's expertise in the future, free of any danger that the Company's competitors may usurp Employee's special abilities prematurely. In addition, by virtue of Employee's employment with the Company in a position of confidence and trust, Employee may obtain access from time to time to Trade Secrets and Confidential Information, which could prove difficult to isolate from Employee's business activities and to protect from possible misuse in the event that Employee's employment with the Company has ended.
Factual Background. The UDF Funds invest, or will invest, in the acquisition of land and development of single-family lots, construction of single-family homes and model homes, and the acquisition of model homes and finished lots utilizing a diverse range of capital structures such as equity investments, joint venture participations, mezzanine loans, subordinated loans and senior loans.
Factual Background. On December 30, 2008, the Company entered into a Preferred Stock Purchase Agreement with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, and X-Master, Inc., (the "Investors") pursuant to which the Investors agreed to purchase at least ten (10) shares of Series D Preferred Stock from the Company for a purchase price of One Million Dollars ($1,000,000 USD). As a material and essential inducement for the Investors to enter into the Preferred Stock Purchase Agreement, the Company agreed to employ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ in accordance with the terms thereof.
Factual Background. The Parties entered into an Agreement and Plan of Merger, dated as of December 13, 2020 (as amended, the “Original Agreement”).
Factual Background. 1.1 On June 28, 2021, ▇▇. ▇▇▇▇▇▇▇▇▇▇ commenced a class action in the U.S. District Court for the District of New Jersey captioned ▇▇▇▇▇▇▇▇▇▇ v. Volkswagen Group of America, Inc., et al., Case No. 2:21-cv-13049 (the “▇▇▇▇▇▇▇▇▇▇ Action”). On July 8, 2021, ▇▇. ▇▇▇▇▇ commenced a related class action in the same court captioned ▇▇▇▇▇ v. Volkswagen Group of America, Inc. et al., Case No. 2:21-cv-13442 (the “▇▇▇▇▇ Action”). On August 9, 2021, ▇▇. ▇▇▇▇▇▇▇▇▇▇ filed an amended complaint in the ▇▇▇▇▇▇▇▇▇▇ Action in which ▇▇. ▇▇▇▇▇ joined as a plaintiff.
1.2 On September 9, 2021, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇. ▇▇▇▇▇, and Defendants filed a Stipulation and Proposed Order Consolidating Related Actions and Setting Scheduling Deadlines (the “Stipulation to Consolidate”), requesting that the court consolidate the ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ Actions. On September 14, 2021, the court approved the Settling Parties’ Stipulation to Consolidate and consolidated the ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ Actions into a single action captioned In Re: Volkswagen Data Incident Litigation, Case No. 4:21-cv-08518 (the “Action”).
1.3 On October 14, 2021, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, and ▇▇. ▇▇▇▇▇ filed a Consolidated Class Action Complaint (the “Operative Complaint”) in the Action in which Mr. ▇▇▇▇▇▇▇ joined as a plaintiff. The Operative Complaint asserts claims against one or more Defendants for: (1) negligence; (2) unjust enrichment; (3) breach of confidence; (4) breach of implied contract; (5) declaratory and injunctive relief; (6) violation of the Drivers’ Privacy Protection Act, 18 U.S.C. § 2724; (7) violation of the California Consumer Privacy Act, California Civil Code § 1798.150; (8) violation of the California Unfair Competition Law - Unlawful Business Practices, California Business & Professions Code § 17200, et seq.; (9) violation of the California Unfair Competition Law - Unfair Business Practices, California Business & Professions Code § 17200, et seq.; (10) breach of contracts to which Plaintiffs and the Class are third-party beneficiaries; and (11) violation of the Florida Deceptive and Unfair Trade Practices Act, Fla. Stat. § 501.201, et seq., arising from the Incident.
1.4 On November 24, 2021, the Settling Parties filed a Stipulation and Proposed Order to Transfer the Consolidated Action (the “Stipulation to Transfer”) to the U.S. District Court for the Northern District of California. The Settling Parties’ Stipulation to Transfer was granted on November 29, 2021.
1.5 After the transfer of the ...