Underlying Facts Sample Clauses
The 'Underlying Facts' clause defines the specific factual circumstances or background information that form the basis for the agreement or a particular provision within it. This clause typically outlines key events, representations, or assumptions that both parties acknowledge as true and relevant to their contractual relationship. For example, it may reference prior negotiations, existing business relationships, or regulatory approvals that are essential to the contract's validity. By clearly stating these foundational facts, the clause helps prevent misunderstandings and disputes by ensuring both parties operate from a shared understanding of the relevant context.
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Underlying Facts. SELLER represents and acknowledges the following underlying facts as true and correct and on which PURCHASER has placed material reliance in entering and which form the factual foundation for this Agreement:
2.1 Plaintiffs are parties to the Lawsuit.
2.2 Robert N. Miller is Plaintiffs' attorney of record in ▇▇▇ ▇▇▇▇▇▇▇.
▇.3 Kristin M. Diamond is Plaintiffs' in-house attorney.
▇.▇ ▇▇▇▇▇▇▇▇▇▇ ▇ave obtained the Judgment against the Adverse Party(ies) at the District Court level. The Judgment was affirmed by the CAFC on September 3rd, 2003. The Adverse Party(ies) subsequently filed a petition for a Re-Hearing and Re-Hearing En Banc at the CAFC. The petition of the Adverse Party(ies) was denied on November 12th, 2003.
2.5 At the time the Lawsuit was filed, SELLER was doing business as University Patents, Inc. (hereinafter, "UPI"). SELLER formally changed its name to Competitive Technologies, Inc., in 1994.
2.6 By Agreement, dated August 1, 1993, between UCFI and UPI, a copy of which is attached hereto as Exhibit 3 and incorporated herein, Plaintiffs assigned to SELLER eighteen and two-tenths percent (18.2%) of Plaintiffs' rights, title, and interest in and to the entire Judgment and any and all Proceeds of the Litigation after deduction of Attorney's contingent fee and out of pocket expenses.
2.7 SELLER is entitled to receive approximately six million dollars ($6,000,000.00 USD) of the Judgment, plus interest, by virtue of the Agreement referenced in subparagraph 2.6 hereinabove and attached hereto as Exhibit 3.
2.8 The following documents in the Lawsuit, provided to PURCHASER, (i) are complete, accurate and genuine, (ii) remain in full force and effect as of the date hereof, and to the best of SELLER's knowledge after due inquiry to Attorney and Plaintiffs, have not been and (except as to issues that may be raised on appeal), are not currently proposed by any party to be modified or superseded (unless copy of the modifying, superceding or amended document(s) or written notice thereof have been provided to PURCHASER):
2.8.1 Reference Documents Exhibit, the Judgment and Bond, Undertaking or other Judgment collateral, if any;
2.8.2 The Appellate Briefs, Notice(s) of Appeal and other documents filed in the Appellate Court;
2.8.3 If all briefs have not been filed; all trial briefs and related points and authorities filed in the Lawsuit; the verdict, all post-trial motion papers and rulings, if any;
2.8.4 All other papers and documents supplied by Attorney with resp...
Underlying Facts. (a) You have agreed to enter into a certain Loan And Security Agreement of even date herewith (the "Agreement") with AHPC Holdings, Inc., a Maryland corporation, and American Health Products Corporation, a Texas corporation (together "Borrower"), pursuant to which you will extend certain loans to Borrower.
(b) Borrower has executed and delivered to you the Agreement and other documents executed in connection therewith (the "Transaction Documents").
(c) You require as a condition of entering into the Agreement that we execute and deliver this Guaranty.
Underlying Facts. (a) You have agreed to extend financing facilities to STEELBANK INC. (the "Seller") as evidenced by a Factoring and Security Agreement dated May 14, 2004 (the "Factoring Agreement") and documents executed therewith (the "Finance Facilities").
(b) You require as a condition of entering into the Finance Facilities that we execute and deliver this Guarantee.
Underlying Facts. (a) You have agreed to extend credit to Applied LNG Technologies USA, L.L.C. and Arizona LNG, L.L.C. (together “Borrower”) in an amount up to $5,000,000.00 (the “Loan”), as evidenced by one or more promissory notes executed by Borrower (individually and collectively, the “Note”).
(b) Borrower has executed and delivered to you a Loan and Security Agreement of even date, together with one or more Riders of even date (collectively, the “Loan Agreement”), and other loan documents executed in connection therewith, (the Loan Agreement, Note and other loan documents are referred to collectively herein as the “Loan Documents”).
(c) You require as a condition of making the Loan that we execute and deliver this Guaranty.
Underlying Facts. (a) You have agreed to enter into a certain Loan and Security Agreement of even date herewith (the "Agreement") with DIVERSIFIED CORPORATE RESOURCES, INC., a Texas corporation ("Borrower") and its subsidiaries (each a "Credit Party" and, collectively, the "Credit Parties"), pursuant to which you will make loans against and be granted a security interest in various accounts receivable of the Credit Parties ("Financed Accounts Receivable").
(b) Borrower has executed and delivered to you the Agreement and other documents executed in connection therewith (the "Loan Documents").
(c) You require as a condition of entering into the Agreement that we execute and deliver this Guaranty.