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 the board of directors of Southwest (the “Southwest Board”) has determined that it is in the best interests of Southwest and its stockholders to create a new publicly traded company that shall operate the Centuri Business; WHEREAS, in furtherance of the foregoing, the Southwest Board and the board of directors of Centuri (the “Centuri Board”) have determined that it is appropriate and desirable to separate the Centuri Business from the Southwest Business as more fully described in this Agreement and the Ancillary Agreements (the “Separation”);
R E C I T A L S WHEREAS. Panasonic conducts development, manufacture and sale of semiconductor products; WHEREAS, Tower conducts wafer fabrication and manufacturing operations worldwide; WHEREAS, the Shareholders desire to jointly operate the Company to manufacture integrated circuits for Panasonic captive business as well as third party foundry business;
R E C I T A L S WHEREAS the Amending Parties are parties to that certain Agreement and Plan of Merger, dated as of July 4, 2013 (the “Merger Agreement”);
R E C I T A L S WHEREAS. District and County entered into that certain Agreement for Services Xx. X- 000 dated as of February 26, 2013 ("Agreement"), whereby County agreed to provide occasional minor construction, maintenance and repair services on District fee properties;
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 Seller, the Guarantor and the Buyer are parties to that certain Master Repurchase Agreement (including all annexes, exhibits and schedules thereto), dated as of July 13, 2005, as amended by that certain First Amendment to Master Repurchase Agreement, dated as of August 24, 2005 (“Amendment No. 1”), that certain Second Amendment to Master Repurchase Agreement, dated as of September 20, 2005 (“Amendment No. 2”), that certain Third Amendment to Master Repurchase Agreement, dated as of September 30, 2005 (“Amendment No. 3”), that certain Omnibus Amendment to Repurchase Documents and Joinder, dated as of October 21, 2005 (“Omnibus Amendment”), and that certain Fourth Amendment to Master Repurchase Agreement, dated as of October 28, 2005 (“Amendment No. 4”) (as such Master Repurchase Agreement is amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time, including pursuant to Amendment Xx. 0, Xxxxxxxxx Xx. 0, Xxxxxxxxx Xx. 0, the Omnibus Amendment, Amendment No. 4 and this Amendment No. 5, the “Repurchase Agreement”);
R E C I T A L S WHEREAS. Employer desires to retain the services of Employee; and
