RECITALS AND WHEREAS CLAUSES Sample Clauses

RECITALS AND WHEREAS CLAUSES. One) By private instrument dated the nineteenth of November, two thousand three, the BANK and EMPRESAS PARÍS entered into a framework agreement, hereinafter the "Framework Agreement," to pursue a long-term strategic alliance with the aim of taking advantage of the synergies between their respective businesses, to strengthen both businesses, and generate exclusive benefits for their clientele while not injuring, inhibiting, or restricting the parties' business activities thereby. Two) As prescribed under the Framework Agreement's provisions, by private instrument dated the sixteenth of July, two thousand four, the BANK entered into an agreement titled "Commercial Strategic Alliance Contract and Other Agreements," hereinafter the "Alliance Contract," with EMPRESAS PARIS and Sociedad Comercial de Tiendas Limitada. Three) In the Alliance Contract, the BANK promised, among other stipulations, to sell, assign, and transfer to BANCO PARÍS, to which end the companies indicated in provision One), above, promised to buy, accept, and acquire, assets of the BANK's "Santiago-Express Division," upon the terms and conditions prescribed in said Contract. Four) Without prejudice to the foregoing, the BANK, BANCO PARÍS, and EMPRESAS PARÍS agree to enter into the promised contract between the BANK and the parent company of BANCO PARÍS, i.e., EMPRESAS PARÍS. Five) In the promise of sale alluded to in provision Three), above, the parties agreed that the promised purchase-sale transaction would be entered into within thirty days after fulfillment of the last of the conditions precedent, which must be fulfilled within a maximum of one hundred eighty days from the date on which the transaction is entered into, to wit: a) The Superintendency of Banking and Financial Institutions, hereinafter the "SBIF," must have authorized the existence and approved the bylaws of BANCO PARÍS, and the certificate evidencing said authorization and approval and containing an excerpt from the bylaws must have been registered and published as required by Article Thirty-One of the General Banking Act; and b) The SBIF must have granted BANCO PARÍS the operating authorization prescribed in Article Thirty-One of the General Banking Act [logo] NOTARIA MUSALUM [Item Six) is missing, possibly from a preceding page]...and must have authorized the promised contract, if necessary. Seven) By Resolution Number three, dated the ninth of August, two thousand four, the SBIF authorized the existence and approved the ...
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Related to RECITALS AND WHEREAS CLAUSES

  • RECITALS WHEREAS UGSI desires to employ Executive pursuant to the terms and conditions and for the consideration set forth in this Agreement, and Executive desires to enter the employ of UGSI pursuant to such terms and conditions and for such consideration;

  • 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

  • Recitals and Definitions Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Agreement are true and accurate, are contractual in nature, and are hereby incorporated into and made a part of this Agreement.

  • 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.

  • Incorporation of Recitals and Exhibits The Recitals and Exhibits attached to this Agreement are incorporated into and made a part of this Agreement.

  • 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.

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

  • Recitals; Definitions The foregoing recitals, including all terms defined therein, are incorporated herein and made a part hereof. All capitalized terms used but not otherwise defined herein have the meanings given such terms in the Loan Agreement.

  • 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.

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