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 OF THE COMPANY The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (herein called the "Securities"), to be issued in one or more series as in this Indenture provided. All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.
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 Incorporated The recitals of this Agreement are incorporated herein and made a part hereof.
RECITALS The above recitals are true and correct and are incorporated herein, in their entirety, by this reference.
PRELIMINARY RECITALS A. Executive’s employment with the Company has terminated.
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.
REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION CORP Parent and Acquisition Corp. hereby represent and warrant to the Company as follows:
Recitals by the Company The recitals in this First Supplemental Indenture are made by the Company only and not by the Trustee, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Company of the Notes or the proceeds thereof. All of the provisions contained in the Base Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the Notes and of this First Supplemental Indenture as fully and with like effect as if set forth herein in full.
Buyer Preamble Buyer Closing Statement 1.5(b) Buyer Indemnified Parties 7.2 Buyer Material Adverse Effect 5.1 Closing 3.1 Closing Date 3.1 Company Preamble Employment Agreements 3.2(g) Estimated Closing Statement 1.4 Estimated Purchase Price 1.4 Final Statement 1.5(d) Final Statement Date 1.5(d) Financial Statements 4.7 Indemnification Cap 7.5 Indemnitee 7.4(a) Indemnitor 7.4(a) IP Licenses 4.13(a) Leased Premises 4.12 Leases 4.12 Loss 7.2 Maximum Number of Securities 6.8(a) Non-Competition Agreement 3.2(f) Term Section Notes 1.3(c) Permitted Transfer 6.7 Personal Property Leases 4.11 Piggy-Back Registration 6.8(a) Prohibited Transfer 6.7 Purchase Price 1.2 Purchased Interests 1.1 Receivables Statement 1.6(b) Registered IP 4.13(a) Registration Damages 6.8(a) Related Person 4.23 Rule 144 6.8(e) Section 409A Plan 4.20(f) Seller Indemnified Parties 7.3 Seller Parties Preamble Seller Representative 8.14(a) Sellers Preamble Selling Expenses 6.8(a) Shares 1.3(b) Survival Date 7.1 Three Year Note 1.3(c) Three Year Note Quarterly Installments 1.5(d) Top Customers 4.26 Top Suppliers 4.26 Transfer Taxes 6.9(e) Two Year Note 1.3(c) Two Year Note Quarterly Installments 1.5(d) Unrestricted Date 6.7
