Recitals in Agreement Sample Clauses

Recitals in Agreement. Recital A of the Agreement is amended and restated in its entirety as follows: In connection with the transactions contemplated by this Agreement, Magellan and the Purchaser have entered into that certain Warrant Purchase Agreement of even date herewith (the "WARRANT PURCHASE AGREEMENT"). Magellan and the Purchaser have also agreed that, following the execution of the Warrant Purchase Agreement and this Agreement and pursuant to the terms hereof, they will cause certain other agreements to be executed, including, without limitation, (i) that certain Operating Agreement of Charter Behavioral Health Systems, LLC ("OPCO"), between Magellan and a designee of the Purchaser to be formed as a Delaware limited partnership or corporation ("NEW CRESCENT") (the "OPERATING AGREEMENT"), (ii) that certain Contribution Agreement among Magellan, OpCo
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Recitals in Agreement. Recital A of the Agreement is amended and restated in its entirety as follows: In connection with the transactions contemplated by this Agreement, Magellan and the Purchaser have entered into that certain Warrant Purchase Agreement of even date herewith (the "Warrant Purchase Agreement"). Magellan and the Purchaser have also agreed that, follow ing the execution of the Warrant Purchase Agreement and this Agree ment and pursuant to the terms hereof, they will cause certain other agreements to be executed, including, without limitation, (i) that certain Operating Agreement of Charter Behavioral Health Systems, LLC ("OpCo"), between Magellan and a designee of the Purchaser to be formed as a Delaware limited partnership or corporation ("New Cres cent") (the "Operating Agreement"), (ii) that certain Contribution Agreement among Magellan, OpCo and New Crescent (the "OpCo Con tribution Agreement"), (iii) that certain Master Franchise Agreement between Magellan and OpCo (the "Master Franchise Agreement") and certain additional Franchise Agreements between Magellan and certain subsidiaries of OpCo (the "Subsidiary Franchise Agreements, and col lectively with the Master Franchise Agreement, the "Franchise Agree ment"), (iv) that certain Master Lease Agreement between the Purchaser and OpCo (the "Facilities Lease"), (v) that certain Subordination Agree ment by and among Magellan, the Purchaser and OpCo (the "Subordi nation Agreement"), (vi) that certain Warrant Purchase Agreement (the "Warrant Agreement") between Magellan and New Crescent or Cres cent Corp. (as such term is defined in the OpCo Contribution Agree ment) and (vii) subject to certain conditions set forth in the OpCo Con tribution Agreement, that certain Bridge Loan and Security Agreement and Promissory Note between Magellan and OpCo (the "Bridge Loan Agreement") (the Agreement, this Amendment, the Warrant Purchase Agreement, the Operating Agreement, the OpCo Contribution Agree ment, the Franchise Agreement, the Facilities Lease, the Subordination Agreement, the Warrant Agreement and the Bridge Loan Agreement are referred to collectively as the "Transaction Documents," and all of the transactions contemplated hereby and thereby are referred to collec tively as the "Transactions").
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Related to Recitals in Agreement

  • Existing Agreement Except as expressly amended herein, the Credit Agreement shall remain in full force and effect, and in all other respects is affirmed.

  • 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;

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Certain Agreements Without the prior written consent of the Administrator and the Majority Purchaser Agents, the Seller will not amend, modify, waive, revoke or terminate any Transaction Document to which it is a party or any provision of the Seller’s organizational documents which requires the consent of the “Independent Manager”.

  • One Agreement This Agreement and any related security or other agreements required by this Agreement, collectively:

  • Recitals Incorporated; Definitions The foregoing recitals are true and correct and by this reference are incorporated herein. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.

  • Recitals Incorporated The recitals of this Agreement are incorporated herein and made a part hereof.

  • Original Agreement This Agreement amends and restates the Original Agreement in its entirety.

  • Complete Agreement; Modification of Agreement This Agreement constitutes the complete agreement among the parties hereto with respect to the subject matter hereof, supersedes all prior agreements and understandings relating to the subject matter hereof, and may not be modified, altered or amended except as set forth in Section 8.6.

  • Recitals, Schedules and Exhibits The Recitals, Schedules and Exhibits to this Agreement are incorporated herein and, by this reference, made a part hereof as if fully set forth herein.

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