E C I T A L S. MASIMO has developed a new technology known as Signal Extraction Technology ("MASIMO SET" as defined in Exhibit A) MASIMO SET(R) incorporates circuitry and software which, among other things, acquires and detects signals generated by red and infrared LEDs, and which is designed to extract arterial oxygen saturation and pulse rate values from such signals.
E C I T A L S. Pursuant to Section 13.5 of the Agreement, the Parties hereby wish to amend the Agreement.
E C I T A L S. Pursuant to, and in accordance with the steps set forth in, that certain Membership Interest Purchase Agreement, dated as of the date hereof (the “Closing Date Acquisition Agreement”), by and among Titan International, Titan Tire Holdings, Inc., Carlstar Intermediate Holdings I LLC, The Carlstar Group LLC, AIPCF V Feeder C (Cayman), LP and AIPCF V Feeder CTP Tire LLC, Titan International, shall acquire, directly or indirectly, the equity interests of The Carlstar Group LLC (“Target”) (together with the related transactions contemplated by the Closing Date Acquisition Agreement, collectively, the “Closing Date Acquisition”). Borrowers have requested that Lenders provide a $225,000,000 revolving credit facility to Borrowers to finance a portion of the Closing Date Acquisition and their mutual and collective business enterprise. Lenders are willing to provide the credit facility on the terms and conditions set forth in this Agreement.
Examples of E C I T A L S in a sentence
R E C I T A L S WHEREAS, the CITY desires to employ a CONSULTANT to provide(proved a good description).
R E C I T A L S WHEREAS, the Company desires to employ Executive, and Executive desires to be employed by the Company, on the terms and conditions set forth in this Agreement.
R E C I T A L S: WHEREAS, the Company has adopted the Plan, pursuant to which restricted stock units (“RSUs”) may be granted; and WHEREAS, the Committee has determined that it is in the best interests of the Company and its stockholders to grant the RSUs provided for herein to the Participant on the terms and subject to the conditions set forth herein.
R E C I T A L S WHEREAS, on April 15, 1996, the Company and Amgen entered into the Warrant Agreement (the "Warrant Agreement"); and WHEREAS, pursuant to Section 14 of the Warrant Agreement, the Company and Amgen now desire to amend the Warrant Agreement as hereinafter provided.
Recovery for two theories of liability may be allowed even when the harms for those theories are “factually intertwined” so long as “the harms are sequential and sufficiently discrete to support separate compensatory awards.” Id. (footnote omitted).
More Definitions of E C I T A L S
E C I T A L S. A. Pursuant to the terms and conditions of that certain Loan and Security Agreement dated as of September 27, 2013, as amended by that certain First Amendment to Loan and Security Agreement, Consent and Release dated December 31, 2015 (as may be further amended, restated or replaced from time to time, the “Loan Agreement”) between Borrower and Lender, Lender has extended to Borrower a loan in the original principal amount of Five Million and no/100 Dollars ($5,000,000.00) (the “Loan”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement.
E C I T A L S. WHEREAS, the Company recognizes that the current business environment makes it difficult to attract and retain highly qualified executives unless a certain degree of security can be offered to such individuals against organizational and personnel changes which frequently follow changes in control of a corporation; and
E C I T A L S. A. On or about May 24, 2007, Crown Carnegie Associates, LLC (“Crown”) and Tenant entered into an Office Lease (the "Original Lease") for that certain premises commonly known as Suites 100 and 200 (the "Original Premises"), 0000 Xxxx Xxxxxxxx, Xxxxx Xxx, Xxxxxxxxxx (the "Building"). The Original Premises was comprised of approximately 52,116 rentable square feet of space. Crown subsequently assigned all of its rights and obligations under the Original Lease to RREF II Freeway Acquisitions, LLC (“RREF”) and RREF assumed all of Crown’s rights and obligations under the Orig inal Lease. On or about February 21, 2014, RREF and Tenant entered into a First Amendment to Lease (the “First Amendment”). Pursuant to the First Amendment the size of the Original Premises was reduced by 11,059 rentable square feet. On or about September 29, 2014, RREF and Tenant entered into a Second Amendment to Lease (the “Second Amendment”). The Realty Associates Fund X, L.P. (“Realty Associates”) subsequently purchased the Building from RREF and became the landlord under the Original Lease, the First Amendment and the Second Amendment. On or about December 15, 2016, Landlord and Tenant entered into a Third Amendment to Lease (the “Third Amendment”). Landlord subsequently purchased the Building from Realty Associates and became the landlord under the Original Lease, First Amendment, the Second Amendment and the Third Amendment. The Original Lease as modified by the First Amendment, the Second Amendment and the Third Amendment is hereinafter referred to as the “Lease”. The Premises is currently comprised of approximately 47,037 rentable square feet and is comprised of Suites 100, 200 and 225 (the “Existing Premises”).
E C I T A L S. WHEREAS, on October 14, 2005 (the “Petition Date”), Borrowers filed voluntary petitions with the United States Bankruptcy Court for the Northern District of Georgia (the “Bankruptcy Court”) commencing cases under Chapter 11 of the Bankruptcy Code (the “Chapter 11 Cases”);
E C I T A L S. Seller desires to sell Seller’s interest in and to that certain improved parcel of real property commonly known as the Amazon Fulfillment Center, located in the Meadowville Technology Park, situated in Chesterfield County, Virginia and legally described on Exhibit 1.1.1 attached hereto (the “Land”), along with certain related personal and intangible property, and Purchaser desires to purchase Seller’s interest in and to such real, personal and intangible property.
E C I T A L S. Seller desires to sell Seller’s interest in and to that certain improved parcel of real property commonly known as the Murfreesboro Amazon Fulfillment Center, 1950 Xxx X. Xxxxxxx Parkway, Murfreesboro, Xxxxxxxxxx County, Tennessee and legally described on Exhibit 1.1.1 attached hereto (the “Land”), along with certain related personal and intangible property, and Purchaser desires to purchase Seller’s interest in and to such real, personal and intangible property. Landlord leases the Land from The Industrial Development Board of Xxxxxxxxxx County, Tennessee (the “Master Lessor”) pursuant to the terms of that certain Lease Agreement dated December 21, 2011 (the “Master Lease”).
E C I T A L S. A. Section 3.1 of the Bylaws of the Company (the "Bylaws") provides that, except as set forth therein, the business and affairs of the Company shall be managed by or under the direction of a Board of Directors of the Company (the "Board"). The members of the Board of Directors are hereinafter referred to individually as a "Director" and collectively as the "Directors."