R E C I T A L S WHEREAS the Borrower has requested that the Lenders provide Commitments and make Advances (each as defined below) from time to time prior to the Revolving Period End Date (as defined below) for the general business purposes of the Borrower;
R E C I T A L S WHEREAS. Company is the owner of certain Patent Rights (as later defined herein) and has the right to grant licenses under said Patent Rights; and
R E C I T A L S WHEREAS the Executive, the Company and EWMI have entered into the Employment Agreement; and
R E C I T A L S WHEREAS in connection with the execution and delivery of this Agreement, the Pledgors are entering into a Second Lien Term Loan and Guaranty Agreement, dated as of the date hereof (as such agreement may be amended, restated, amended and restated, supplemented or otherwise modified, renewed or replaced from time to time, the “Credit Agreement”) among the Pledgors, Xxxxxxx Xxxxx Credit Partners L.P., as administrative agent for the financial institutions party thereto (the “Lenders”), the Collateral Agent, Barclays Capital, as syndication agent, Xxxxxxx Sachs Credit Partners L.P.. and Xxxxxxx Xxxxx Commercial Finance Corp., as co-lead arrangers, Xxxxxxx Sachs Credit Partners L.P., Xxxxxxx Xxxxx Commercial Finance Corp. and Barclays Capital, as joint bookrunners, Credit Suisse Securities (USA) LLC and C.I.T. Leasing Corporation, as co-documentation agents, and the Lenders; and WHEREAS, pursuant to the guaranty set forth in Section 9 of the Credit Agreement, the Guarantors have agreed to guarantee the performance and payment in full of all the Second Priority Obligations of the Borrower; and
R E C I T A L S WHEREAS the Borrower has advised the Agent that Xxxxxxxx Acquisition Corporation, a Delaware corporation and a Wholly-Owned Subsidiary (“Xxxxxxxx Acquisition Co.”) is entering into an Asset Purchase Agreement dated as of the date hereof (the “Acquisition Agreement”) among Xxxxxxxx Acquisition Co., Tru-Stone Technologies, Inc., a Minnesota corporation (“Seller”), St. Cloud Industries, Inc. and the individuals party thereto, providing for Xxxxxxxx Acquisition Co.’s purchase of Seller’s assets (the “Tru-Stone Acquisition”);
R E C I T A L S WHEREAS. Consultant represents that it is a duly qualified California non-profit corporation, specializing in providing early intervention and prevention services to juvenile offenders, victims, families and related services; and to employ the services of Consultant for delivering Restorative Justice Services for Sonoma County juvenile offenders.
R E C I T A L S WHEREAS the board of directors of OCWEN has determined that it is in the best interests of OCWEN and its shareholders to separate the existing businesses of OCWEN into two independent businesses, to contribute the ALTISOURCE Business to ALTISOURCE, and to distribute all of the capital stock of ALTISOURCE to the shareholders of OCWEN; WHEREAS, OCWEN and ALTISOURCE have prepared, and ALTISOURCE has filed with the Commission, the Form 10, which includes the Information Statement and sets forth disclosure concerning ALTISOURCE and the Distribution;
R E C I T A L S WHEREAS. Xxxxxxx-Xxxx Technology Center II, Ltd. (“Original Landlord”) and Xxxxx Golf, Inc. (“Original Tenant”), predecessor in interest to Tenant, entered into that certain Commercial Lease Agreement dated December 8, 1997, as amended by that certain Correction and Ratification Agreement dated August 11, 1998, between Arshaw Partners II, successor in interest to Original Landlord and predecessor in interest to Landlord, and Original Tenant (as amended, the “Lease”), pursuant to which Tenant leases from Landlord certain industrial space known as 0000 Xxxx Xxxxx Xxxxxxx, Xxxxx, Xxxxx (the “leased Premises”); and
R E C I T A L S WHEREAS the Tribe is a federally recognized Indian Tribe possessing sovereign powers over the Confederated Tribes of the Siletz located in Oregon;
