Parent   Recitals Sample Clauses

Parent   Recitals. Patents 1.1 (in Purchased Intellectual Property definition) Personal Property Leases 5.10 Pre-Closing Covenants 11.1 Privileged Document 2.2(h) Purchased Assets 2.1 Purchase Price 3.1 Purchaser Recitals Purchaser Documents 7.2 Purchaser Indemnified Parties 11.2 Purchaser Plans 9.2(b) Real Property Lease 5.9 Representative Matters 12.12(a) Retained Guaranty Claims 12.13(f) Retained Purchase Agreement Claims 12.13(f) Retained Other Claims 12.13(f) Retention Bonus Escrow Amount 3.1 Retention Bonus Escrow Agreement 4.2(f) Review Period 2.7 Revised Statements 2.7 Seller Recitals Seller Documents 5.2 Seller Indemnifying Party 11.2 Seller Indemnified Parties 11.3 Seller Related Parties 12.14 Seller Retention Payments 3.1 Sellers’ Representative 12.12(a) Standard Procedure 9.1(b) Survival Period 11.1 Third Party Claim 11.5(a) Total Consideration 2.7 Transferred Employees 9.1(a) Transaction Financing 7.6(a) Vehicle(s) 2.1(h) Unresolved Items 3.3(c)
Sample 1
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Parent   Recitals. Patents 1.1 (in definition of Intellectual Property) Pre-Closing Ordinary Course Taxes 6.2(b) Preliminary Purchase Price Escrow Account 3.2 Proposed Closing Statement 2.3(a) Purchaser Indemnitee, Purchaser Indemnitees 9.2(a) Real Property Lease, Real Property Leases 4.12 Reference Rate 2.3(b) Responsible Party 9.3(a) Review Period 2.3(a) Seller Indemnitee, Seller Indemnitees 9.2(a) Shortfall 2.3(b) Specified Party 9.4(c) Tax Claim 9.6(e) Tax Credit Support 3.4(d) Tax Escrow Account 3.2 Third Party Claim 9.3(a) Threshold 9.4(e)
Sample 1
Parent   Recitals. Patents 1.1 (in Intellectual Property definition) Payment Adjustment Date Exhibit 5.20(b) Periodic Rate Cap Exhibit 5.20(b) Personal Property Leases 5.10(b) Premium 3.1 Preliminary Purchase Price Estimate 3.2(a) Pricing Adjustment 3.2(b) Principal Prepayment Exhibit 5.20(b) Project Exhibit 5.20(b) Purchased Assets 2.1 Purchase Price 3.1 Purchaser Recitals Purchaser 401(k) Plan 8.1(g) Purchaser Benefit Plans 8.1(d) Purchaser Disclosure Letter 6.3 Purchaser Documents 6.2 Purchaser Indemnified Parties 10.2(a) REO 2.2(r) Real Property Lease 5.9(a) Refinanced Mortgage Loan Exhibit 5.20(b) Regulatory Consents 7.4(c) Representatives 7.6(a) Restricted Business 7.7(a) Revised Statements 2.7 S&P Exhibit 5.20(b) SEC 1.1 (in Regulatory Authorities definition) Security Release Certification Exhibit 5.20(c) Seller(s) Recitals
Sample 1

Related to Parent   Recitals

  • Incorporation of Recitals The recitals hereto are incorporated herein as part of this Agreement.

  • PRELIMINARY RECITALS Executive’s employment with the Company has terminated.

  • Incorporation of Recitals and Exhibits The Recitals and each exhibit attached hereto are hereby incorporated herein by reference.

  • Incorporation of Recitals; Definitions The recitals set forth above are hereby incorporated herein by reference as if set forth in full in the body of this Amendment. Capitalized terms used but not otherwise defined in this Amendment have the respective meanings given to them in the Current Lease.

  • Recitals and Schedules References to this Agreement include the recitals and schedules which form part of this Agreement for all purposes. References in this Agreement to the Parties are references respectively to the Parties and their legal personal representatives, successors and permitted assigns.

  • Recitals and Exhibits The foregoing recitals and any attached exhibits are material to this Agreement and are incorporated into and made a part of this Agreement.

  • ACCURACY OF RECITALS Borrower acknowledges the accuracy of the Recitals.

  • 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.

  • RECITALS The above recitals are true and correct and are incorporated herein, in their entirety, by this reference.

  • 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.

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