THE RECITALS. The essential facts relied on by Bank, Ally and Dealership as true and complete, and giving rise to this Agreement, are as follows:
A. From time to time, Dealership has and/or intends to acquire one or more Vehicles (defined below) from one or more manufacturer, distributor, dealers, auctioneer, merchant, customer, broker, seller, or other supplier (“Vehicle Seller(s)”), for the principal purpose of selling or leasing them to retail customers in the ordinary course of business.
B. To enable Dealership to acquire Vehicles and hold them in inventory, Dealership wants the Ally Parties to provide Dealership with wholesale inventory floorplan finance accommodations by i) advancing the purchase price of the Vehicles directly to the Vehicle Sellers; ii) advancing funds to other third parties who are not Vehicle Sellers; or iii) by loaning money directly to Dealership for Vehicles that were previously purchased from Vehicle Sellers by Dealership (“Inventory Financing”). (Vehicles acquired with or held as a result of Inventory Financing may be referred to as “Inventory Financed Vehicles.”)
C. Bank is willing to provide Dealership with Inventory Financing in accordance with all of the provisions of this Agreement.
D. Ally is willing to provide Dealership with Inventory Financing in accordance with all of the provisions of this Agreement. Certain information has been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.
E. The Inventory Financing will be governed by the terms of this Agreement. Accordingly, this Agreement sets forth the rights and duties between Bank and Dealership and between Ally and Dealership concerning Inventory Financing, including establishment of a credit line by which inventory financing advances will be made by either or both of the Ally Parties, payment of principal, interest, and other charges, the grant of security interests in collateral, and other terms and conditions. Before execution, each party has carefully read this Agreement and each related document and has consulted with or had an opportunity to consult with an attorney.
THE RECITALS. The parties hereto acknowledge and agree that the above Recitals are true and correct in all respects and that the same are incorporated herein and made a part hereof by reference.
THE RECITALS. Simultaneously with the execution of this Agreement, Parent, Merger Sub and Shamir Optical Industry Ltd., a company organized under the laws of the State of Israel (the “Company”), have entered into an Agreement and Plan of Merger and Reorganization (as the same may be amended from time to time, the “Merger Agreement”), which provides, among other things, for the merger (the “Merger”) of Merger Sub with and into the Company upon the terms and subject to the conditions set forth therein;
THE RECITALS. The parties acknowledge and agree that the facts stated in the recitals above are true and correct and the parties incorporate such recitals in this Agreement as a part thereof for all purposes.
THE RECITALS. The essential facts relied on by Bank, Ally, Dealership and Guarantor as true and complete, and giving rise to this Amendment, are as follows:
A. The Ally Parties, Dealership, and Guarantor are parties to an Inventory Financing and Security Agreement, effective as of December 9, 2021, as amended by the Amendment to Inventory Financing and Security Agreement, effective as of February 7, 2023 (as amended, modified, restated, or replaced, the “IFSA”).
B. The Parties to this Amendment desire to amend the IFSA as outlined in this Amendment.
THE RECITALS. The Recitals are a part of this Agreement.
THE RECITALS. In the part between the title and the numbered sections, insert your business name in [Company, LLC or Individual]. The remainder of the Agreement uses the word “Company” so that you only need to change your business name here and at the signature line. When you bring on a new client, insert the client’s name where it says [Client Name]. Client Name can be an individual, business name, or LLC. The remainder of the Agreement uses the word “Client” throughout.
THE RECITALS. Buyer and Seller acknowledge that the Recitals are accurate and that they are a part of this Agreement.
THE RECITALS. 2.01 The Date of this Agreement is April 10, 1997.
2.02 The Parties entered into a Strategic Alliance Agreement on June 5, 1995, pursuant to the terms of which Freightliner purchased 350,000 shares of unregistered Class B Common Stock of Oshkosh and 1,250,000 Warrants for the purchase of that number of unregistered Class B Common Shares of Oshkosh, and each Party entered into certain performance covenants.
2.03 Pursuant to the Strategic Alliance Agreement the Parties also entered into a Distribution Agreement on December 13, 1995, pursuant to the terms of which each Party entered into certain performance covenants.
2.04 The Parties now wish to terminate the Strategic Alliance Agreement and the Distribution Agreement, and release each other from their respective performance covenants under those Agreements and other liabilities with respect thereto, as set forth below.
THE RECITALS. A. The Offtaker is a corporate statutory body duly established under the Electricity Act, Cap 180, Laws of Fiji (amend if the Offtaker is not FEA) and is engaged in the generation, transmission, distribution and sale of electrical energy in Fiji.
B. The purpose of the [IPP Project Company] will be to build, own and operate this electrical generation facility as described in Schedule 1.
C. The [IPP Project Company] wishes to sell the energy output of the Facility to the Offtaker in accordance with the terms and conditions set forth in this Agreement; and D The Offtaker is agreeable to purchasing such energy output from [IPP Project Company] in accordance with the terms and conditions set forth in this agreement.
